Heroes For Hire: The Venomian War
by Arwing Ace
Summary: My novelization attempt on Starfox 64. Once again going strong. This story is currently undergoing significant revision. This process takes priority over new chapters for the moment.
1. The Fall of James McCloud

**1420 Hours, 12/7/2434 **

**Starfox mercenary squadron **

**En route to planet Venom, Lylat System **

A swirling green light penetrated the blackness of space, the circular ambience of a jumpgate transmission. From this gate emerged three Arwing class fighters. They were sleek ships, painted with the distinct scheme and emblems of the Starfox mercenary squadron; a white metallic coat which colored the fuselage and wings with the twin G-diffuser housings and weapons pods in smart blue. The ships seemed to stop for a moment, hovering in space as the energy field necessary for small ships to go through slipspace disengaged. They suddenly jumped forward as their engines blazed streaks of super-heated plasma. The resulting g-forces from the acceleration would seem to have likely crushed any living creature in the ships but in the cockpits of the Arwings, the pilots felt barely a tremor as they set out.

Greeting the eyes of these pilots was the cold backdrop of normal space, punctuated by the class M star known only as Solar and some of the planets caught in the throes of its gravity. In the vision of the three pilots, the planet of Macbeth continued its endless elliptical journey through another year. Farther off and to the right lay Zoness, which barely manifested a speck against the cold, black curtain of space.

Such was the Lylat System, a menagerie of planets and nebulae kept in order by the power of Solar. Even with the advance of slipspace travel, which had revolutionized space travel for all Lylatians, the vast and incomprehensible infinity was mind boggling to any creature.

But, in all the vastness of the Lylat System, one planet filled both the eyes and minds of the pilots of the three Arwings as they came out of slipspace. It was the world of Venom.

The planet appeared as a sickening sphere surrounded by a sea of green house gases, which gave the planets its distinctive look of yellow and green. The colors had earned the planet its title, for even when Lylatian scientists had gazed skyward with telescopes, the planet's swirling torrent of green and yellow brought the word venom to mind.

The planet and its surrounding space was largely unexplored, and for good reason. Venom had always been an environmentally hostile world with a choking atmosphere that was not only difficult to breath, but whose clouds strangled the planet of sunlight, leaving the surface barren, desolate and virtually lifeless. Anyone who spoke of Venom did so with a sense of curiosity, speculation, and fear. The three pilots in their Arwings, despite being highly trained and well learned fighter pilots still felt a feeling of uncertainty and fear about Venom. This was, after all, a prison world; a place where the most evil, despicable, and corrupt creatures were kept in check to live out the rest of their days in exile on a dead world.

Because of the planet's status, Venom was largely unpopulated and this had the effect of leaving the area free of the congesting traffic found on the sprawling population centers like Corneria, Katina, and Macbeth. But the lack of traffic was a cause for concern on the part of the pilot of the lead Arwing; Venomian space was largely uncharted and this made him ever more nervous.

Their mission had in fact begun just like any other. In many ways, it was standard, even for Starfox, who took the mission as more of a military style venture then typical mercenary work. It would be a quick jump to Venom for a fifteen minute reconnaissance sweep of a specific target or area and then another jump back home. But the target itself made the mission anything but routine.

The facts had been laid bare; something was going on down on Venom. Agents of the Lylat Intelligence Office as well as observers on the planet had recently provided the Cornerian Defense Force with information about strange power readings emanating from the planet's northern hemisphere in an unpopulated region. The CDF branded it as an object of military concern and began looking into the reports.

Even as the CDF began their investigations of the power readings on Venom, suspicions were already pointing towards a culprit; an ape by the name of Andross Oikonny.

Like Venom, the name of Andross was a sinister word among the citizens of the Lylat System. A few decades ago, the name Andross had meant something very different. He was a native of Corneria, born to aristocracy. As he grew up, he found limitless access to technology and was recognized as a genius. But, as childhood gave way to adolescence and adulthood, Andross took more and more interest in weaponry. With his family's fortune providing funds, he set out to make a name for himself forging the tools of war for Corneria.

These ambitions tuned sour though when the CDF refused his ideas and theories. These mainly revolved around a twisted genetic engineering program, creating super soldiers and mutating creatures into horrific beasts. Also rejected were his biological weapons, which could wipe out entire cities and their populations. Even as the Separatist War waged, the CDF refused these terrible weapons. r waged d their populations. Even as the Seperatist War waged

His money, dignity, and greatest dreams now depleted and vanquished, Andross became a drifter. In his fury, it did not take him long to finger Corneria, its government, and the CDF as the reasons for his downfall. He began examining politics and began looking at extremist and rebellion groups, among them defeated Separatist leaders and members. Andross had found his first pawns with which to exact his revenge. While he didn't always agree with the political ideas of these groups, he imagined how desperately they wanted change. Andross would use this thirst for rebellion to his advantage. Before long, he had a legion of followers who claimed their allegiance to him and promised to fight and die to end the First Lylatian Republic.

The day came when Andross made his bid for vengeance. He unleashed the fury of his super weapons upon the cities of Corneria, killing thousands of innocent civilians. But this attack failed to fully disrupt the CDF, which soon began a counterattack. Thousands of Andross's followers, who were supposed to be his soldiers in his great revolution, abandoned the tyrant to his fate. Almost as quickly as the coup began, it had ended. Andross was captured and exiled to Venom; as the people of the Lylat System saw a slow agonizing, living death on the planet as more suitable then execution for the ape.

Though Andross himself was gone, his ugly legacy remained on Corneria, in the devastated cities and the thousands of lives lost in a few days of war. The first day of the attack had been recognized system-wide as The Day of Sorrow. People would tell stories, more fiction then fact, about Andross. For five years, there was silence on the poison world.

Now, in a nasty surprise to the CDF, this silence had been broken.

LIO, the Lylat Intelligence Office, got nervous at the sudden increase in activity on the planet, whose only inhabitants were criminals and a small CDF force to guard them. They immediately informed the CDF of the need to send in recon. The request called for a "third party" to get the job done. The orders, which came straight from LIO Section Alpha, the intelligence and propaganda wing of the infamous and secretive organization, were cryptic as to the reason for this strange request.

General Cornelius Pepper, Supreme Commander of the Cornerian Defense Force, had selected the Starfox team to investigate what was happening on Venom. Somewhat to the old hound's surprise, LIO had accepted Starfox for the job. Starfox was well known for their unorthodox methods and practices. Surely LIO must have known that.

The General had chosen the mercenary team because he knew the members of the tiny squadron, particularly its leader, very well and he knew that they would get the job done.

This leader that General Pepper knew so well was none other then James McCloud, a handsome vulpine in his late forties now. James was a strong leader, a trait he had proven time and time again in the history of the Starfox team since its inception. His piloting skills had made him renowned throughout Lylat as one of the best fighter pilots who had ever lived. His patriotism and courage had earned him much respect over the years.

During his career James had been a golden boy for the Cornerian Defense Force. He had everything: looks, charm, a cool head, and an eye for combat tactics. During the Katinian Separatist War more then twenty years ago James had become a national hero after his actions during the countless orbital skirmishes, the furballs at Wolfen Canyon, and the decisive Battle of Kysar City.

But after the Day of Sorrow and the death of his wife Vixy, James had changed. Somehow, the mighty Cornerian Defense Force, the greatest military force in existence to him, had failed to stop the actions of one terrorist faction. Maybe it was the death toll of that horrible day that had gotten to him, or the slow CDF response, or Vixy's death. Whatever the case, the Day of Sorrow had taken its toll particularly hard on James.

Disillusioned, James had left the CDF five years ago and become a mercenary. He even recruited his old friend Peppy Hare, who had also lost his family on the Day of Sorrow. Through these two pilots, the Starfox team had been born.

It had started out of despair and some very high debts. James, for all that his public image conveyed him as, had been some bad moves during his career and he needed cash, fast.

But, much to his surprise, even James' departure from the CDF and his transition to mercenary work had only added to the larger then life stature that he produced. A few jobs as a mercenary and Starfox was suddenly _the _mercenary team of Lylat. Partially owing to this, James had paid his debts in no time. The CDF had even offered him his post back, as the commander of an entire Air Division. But James had politely declined.

And so for the next five years the Starfox team wandered Lylat: part mercenary, part vigilante, part anti-hero. But mercenary work was tough and it had only got tougher as James and Peppy got older.

Solar was on the far side of Venom and its light became less apparent and less brilliant as the ships began to head for the planet itself. Small lights lit the interior of the three small fighters as they held their formation. All were tired and groggy from the eight hour slipspace jump, but they all soon set into the routine of powering the Arwings up. As they began their start up sequences, all three pilots became increasingly aware of the fact they were utterly alone.

LIO, with the support of General Pepper, had elected not to send along any CDF capital ships along with the Arwings for the mission. Both knew that the mission would be quick, but just in case the team did get into trouble, neither wanted to risk any ships of the fleet. The Arwings, being incapable of slipspace travel by themselves, had made the jump from a Cornerian military jumpgate and they would simply call in for a gate opening when the mission was complete.

James first activated his communication system and tuned it to the team's frequency. Slipspace jumps had a nasty tendency of scrambling the Arwing's audio communications suite and the system would require a few minutes to correct itself. James next checked and stabilized his shields around the Arwing's hull. With this done, he powered up the fighter's twin plasma cannons and he checked the Nova high-yield general purpose missiles in the ship's belly. Finally, he disengaged the autopilot and gently gripped the control stick with his right hand.

"Peppy, Pigma", said James in his crisp, commanding voice, "you guys set?"

"Roger, all systems nominal", replied Peppy, sounding sleepy.

"All systems are in the green Jimmy" replied Pigma, although with a hint of anxiety noticed James.

"Set course three one five and hug the equator. Let's head around the planet," ordered James.

"Course three one five, roger."

With a gentle motion, the three Arwings turned left; staying in formation as if they were a single ship with one pilot. The team was going to head around Venom and enter the atmosphere as close to the target as possible. This was located on the northern hemisphere, which was on the side of the planet facing the sun. The Arwings shot through the outer limits of Venom's low orbit and came around.

"We're coming up on the northern hemisphere. We should be seeing those readings," said James, "keep your eyes on your sensors." He himself began a general sensor sweep, which would allow for his targeting radar to perform a scan for any unusual targets or readings. The first thing James noticed on the returns was the energy readings which General Pepper and the LIO intelligence officers had talked about in the briefing. Flipping a few switches on the instrument panel, James commanded his sensors to target the energy readings and see if they could lock in on their origin and location.

This scan would take a few minutes, giving James some time for reflection and as the team moved around the planet, James wondered what was going through the minds of his fellow pilots. He imagined Peppy, tense in his seat, was thinking about Andross and what he had done to his family during the mad ape's coup five years ago.

Peppy had met James when both were in Officer Candidate School at the Cornerian Space Command Flight Academy more then twenty years ago. The two had been friends since those days and they had fought alongside each other during the Separatist War. After James resigned and formed Starfox, Peppy initially chose to remain with the fleet, but after a bad accident he was forced to resign from active flight duty. Disheartened, Peppy had left the CDF and joined James. Peppy had been with Starfox ever since.

And there was Pigma, who was surely preoccupied with the thought of the fee awaiting the team back home. His origins were unknown and mysterious even to James and Peppy, but as pilot of the team's third Arwing pilot, Pigma had more then proven himself in combat. It washis terrific greed and lust for money however that made him a true mercenary. Pigma was not at all ashamed to admit that he had joined Starfox for the high paying missions the team often took part in. Usually calm during missions, Pigma had been tense, anxious, and jumpy even before the team had left Corneria.

As the team continued toward the target area, James thought of his son as his Arwing kissed the atmosphere of Venom. Fox was sixteen now and was already nearing the end of his first year at the Academy back home on Corneria.

James imagined young Fox, five or ten years from now, flying a mission just like this one; checking up on the enemies of Corneria as a pilot of the CDF. James also pondered on the battles he knew Fox would have to fight, just like he had in the past. Ever since Cornerians had begun their conquering and colonization of the Lylat System, it seemed everyone was squabbling with each other for every square terrameter of vacuum and cosmic real estate.

There had been wars and countless "lesser" conflicts; brush-fire wars with die-hard insurgencies and terrorist factions. It was a marvel to anyone how the First Lylatian Republic had survived intact during the past few decades as these factions clashed arms and ideologies.

Stepping into these fires had been a life James had known since his own days at the Academy, all the way to his current age of forty four. People, including his son, still looked up to him, said he had it all; Wit, brains, courage, cunning, skill, everything. They said it, he had it.

A pulsating light came up above James' sensor data display. His sensors had finished their sweep and the computers were now running through the various targets that had been found. Just as James had expected, the energy readings he had picked up earlier now came under the computer's scrutiny. The location of the readings was found, right where the intelligence reports had said they were and the computer had identified some signatures as the powerplants of starships, weapon emissions, and even geological and geothermal activity. But, the targeting system had failed to identify the cause and origin of several additional signatures and these unidentified contacts were the team's primary concern.

James felt unnaturally anxious. He knew, one way or another, LIO was breathing down his neck on this mission. _Damn those spooks_, thought James. He had to focus; LIO or not, a job was a job.

He looked at the display of his sensor read outs and grimaced. A part of him had hoped the computer would have identified the readings, even though he knew the system wouldn't. LIO wouldn't have sent Starfox on a wild goose chase. He spoke into his audio transmitter.

"Peppy, are you getting those energy output readings?" he inquired his wingman.

"Yep, I'm picking them up right where they should be, but the computer can't categorize em'," replied the hare

"Same over here James," added Pigma, "Targeting sensors have a fixed contact but no known source."

"All right," replied James. He paused for a moment, preparing to issue his orders. "All right boys, loosen up for re-entry. Once we break through, stay tight on my wings while I run the TARP (Tactical Aerial Recon Platform) and get what we came for."

"You got it James. I'll take your port wing," replied Peppy.

"I've got your starboard quarter Jimmy," added Pigma. James could still detect Pigma's nervousness in his voice and how he handled his Arwing. This was unlike the hog, who normally went into battle headstrong and recklessly as if he had no fear at all.

"Hey piggy," he inquired, "everything okay over there?"

Pigma jolted slightly in his seat, apparently surprised by James' question. "I'm fine James," he replied in a voice constricted by anxiety; tight and squeaky, "just anxious to get the job done."

"Relax Pigma, just think of the paycheck when we're done. That always makes you feel better, right?" added Peppy as the team began to enter the atmosphere. Pigma snorted harshly in reply, to which Peppy and James both chuckled.

Re-entry came and the Arwings began to shake gently as a tunnel of searing flame enveloped each fighter's nose, surrounding them with an incredible light show of red, orange, and white flames. Communications were down temporarily as the three Arwings broke through.

All three ships came through and within minutes were traveling above the surface of Venom below the eternal cloud bank. All around the three Arwings was the desolate wasteland of sickly colored rock formations and an amber sky punctuated by the flashes of electromagnetic storms.

"Okay boys, adjust your G-diffusers and stay below the clouds," said James.

"I have the target area marked and locked in," added Peppy, "Distance to target is one two five terrameters; ETA ten minutes." Peppy paused for a minute, then said, "Hey James, how bout' some music?"

"Sounds good to me Peppy," replied James. He shuffled through his Arwing's computer and found a copy of the Wingless' latest album. He patched it through the COM and the sounds of rock music filled the cockpits of the three fighters.

The formation continued on for a few minutes, until Pigma's anxious voice prompted James to kill the high charged background music.

"James, my NAV screen is getting some static," said Pigma, "Energy readings are skyrocketing. I think that's what's messin' with the equipment."

James looked at his own NAV display. It too was fizzling with static.

"I think you're right there Pigma. My NAV is acting up too," he replied, "Peppy?"

"Yeah, mine's actin' screwy over here too."

"ETA?"

"Six minutes. Should expect visual contact in less then four."

"Copy. All right guys stay sharp. Watch for anything outside," said James.

The vulpine looked back to his instruments and displays. The static on his NAV screens was getting worse as the team pressed closer to the target. He grimaced; if this kept up, the Arwings might not have any functional instrumentation, which would put the team at a disadvantage if they ran into any trouble.

"Jimmy my systems just keep getting worse. You think we should scrub the mission?" inquired Peppy.

"No! We have to complete the mission!" Pigma squealed over the COM.

"Well geez, piggy," replied James in a sly voice, "with how you've been acting this mission, I'd have thought you would _want_ to be the first to abort."

Pigma said nothing. James paid no attention to this and turned his mind to the more serious question of whether or not to abort. If the energy continued to interrupt the systems, the Arwings would likely loss communications, navigation, and perhaps even weapon and targeting systems. James sincerely hoped that this would not happen. But, this was an important mission. The safety of all of Lylat could be at risk from this activity. James concluded that the team should get the job done.

"Peppy, Pigma, I know the systems aren't at the top of their game right now, but were almost done here," he said, "We've come this far. Now let's just get the job done, copy?"

"Copy that James. Let's get this over with," replied Peppy. Pigma in turn grunted his acknowledgment, as if he was afraid to speak.

"Peppy, what's our ETA?" inquired James.

"Less then three minutes; I estimate visual in…whoa…"

The hare stopped in mid-speech as his eyes fell upon a massive, temple like structure ahead of the trio. James and Pigma looked forward to see the behemoth structure before them. An eerie silence fell onto the COM channel.

The building sat on top of a mountain and was amazingly tall. James estimated its height was at least equal to Cornerus Tower, Corneria's tallest structure at several thousand meters tall. But this structure was different. It was of ancient design and architecture. Massive banks of sickly orange clouds orbited the structure and occasionally obscured it. The clouds themselves seemed to be trapped in a whirlpool as they spun around the mysterious building, spitting bolts of lightning as they did. He had never seen or heard of this building before. He switched on the TARP's front cameras and reduced his speed to get some good images.

"Guys, watch my flanks, the TARP is running," commanded James. Peppy and Pigma signaled their acknowledgment.

James checked his equipment and set the Arwing's systems so that it would make an optimum recon pass. Once he had completed this, he watched his central display, which was now streaming the TARP data and images. He suddenly noticed a small, pyramid-shaped structure on the screen. He studied the structure. Then, much to his surprise, a large panel opened at the object's top. A klaxon sounded from the Arwing's instrument panel, indicating that the sensors had detected hostile contacts.

"James! Enemy contacts and they're coming out of…the ground!" Peppy hesitated in his speech, as if his last words had been too incomprehensible to believe.

"I see em' too Peppy. I make twenty Invader class fighters. Now thirty, now fifty, now…" James stopped. The enemy fighters were now too many to count.

"I make out ground forces as well. Missile turrets are painting us!" reported Peppy. James' heart sank; Andross's forces had been lying in wait for them. But, how? LIO had made sure the mission was secret.

Like a great cloud of angry hornets, the Invader fighters droned in massive formations above the ground. But, the fighters were making no attempt to climb and attack the Arwings. James prepared to address the team and order them to form a defensive block and then make for orbit. Before he could do this however, a familiar, ugly face forced its presence on the central screen of his Arwing. A deep, evil laugh flooded the comm. channel.

"I wondered who that foolish hound Pepper would send to try and sneak up on me; the legendary James McCloud, hero of the Separatist War. I'm almost flattered," said Andross. James gritted his teeth as the ape spoke.

"As much as I trust my sources, I had some doubts you would actually come Mr. McCloud. Not too pleasant flying weather here on Venom, is it?"

No one spoke as their ships continued on towards the structure, where Andross surely resided. James could imagine standing before the machinery that pirated his Arwing's COM. The ape's voice only served to urge James on.

"What's the matter James?" Andross's voice suddenly boomed over the comm., "Are you surprised at what I've accomplished in five years? All that I've built since that cursed hound banished me here?"

The ape paused, chuckled, and then continued.

"Or is it the terrible realization of what you know lays ahead; is that what it is James? That with all this I shall conquer the Lylat system. I have been preparing for this war for five long years James and I'm going to start it with your death."

James found his voice, "You crazy bastard."

Andross scoffed. "Come now James. Insults and personal attacks aren't going to get you anywhere", the ape paused for a moment, savoring his next words, "But, nothing is going to get you anywhere now James, for it is time for you to die."

The great cloud of Invaders shot up at the three Arwings. Starfox broke formation; no need for orders or commands from James.

"Peppy, Pigma! Try and form up, we can't let these guys pick us off one at time!"

"I'm on the way James!" replied Peppy.

James looked at his sensor screen at the mass of enemies rushing up to meet him and he watched Peppy turn to meet him. Pigma, however, was nowhere to be seen.

"Pigma, report! Get on my right wing! We need to act fast!"

"No, not this time Jimmy…" replied Pigma coldly.

"Pigma, what are you talking about? Form up or these guys will tear you apart!" James voice sounded shocked and desperate.

It was suddenly and terribly apparent to Peppy what was happening. "James! Watch out! It's a trick!" he said desperately. The hare tried to peel left and drop behind the swine's fighter.

The Invaders caught up with the hare before he had a chance.

"Peppy!" James cried, helpless. He had no choice but to bank right and hope his friend would follow.

Green shots of plasma arched up towards Peppy's Arwing. As the hare tried to follow James and Pigma into the turn, the blobs of superheated matter from the cannons of a dozen fighters hit. The Arwing's shields sputtered and then vanished altogether. The lovingly polished fighter's skin began to boil and melt. The starboard wing separated from the ship, taking one of the G-diffusers with it and sending the helpless ship into a spin.

James watched Peppy's ship, trailing gases from its dismembered wing spar, continue to spin towards the surface of Venom. He was relieved to see the cockpit escape capsule jettison and then Peppy himself emerge from the capsule, his parasail open; standard atmospheric ejection. But Peppy was now heading into an angry hornets nest on the ground.

Even as his friend descended towards hostile territory, James had to focus on getting out alive. He noticed that Pigma was not holding formation and was drifting down and to the right from him.

"Pigma! I already told you to form up! We need to get out of here!"

Pigma did not form up. Instead, he peeled off the team's loose formation and began a hard right turn. With the Arwing's G-diffuser working at full power, he completed the high-gee turn in seconds. He was on James' six. The Arwing's cannon glowed twin blue lights.

"Sorry Jimmy, but you're not going anywhere", said Pigma, almost joyful at the moment of the kill. He squeezed the trigger and a dozen flashes of light shot towards James.

Explosions rocked James' Arwing, throwing him about in the cockpit. Further shots struck home, finishing off his shields and impacting the left wing, tearing it free. The fighter lurched towards its damaged side, paused, shuttered, and then went into a sickening roll. And still Pigma fired, pouring shot after shot into the Arwing's engine. Coolant lines and metal melted and klaxons sounded in the cockpit; the engine was going to overheat.

And yet, through all the chaos of combat, James could hear Andross's cackling, horrible laughter over the COM.

With the alarms blaring loudly, James knew the game was up. His ship was beyond saving. His right knee hit the ejection button on the control panel and the entire cockpit broke free.

Retro rockets fired, adding to the horrendous whine of the small chemical engine that shot the capsule free. The capsule stabilized and the canopy popped off. Ejection rockets shot James' chair out of the cockpit. Moments later, he ditched the chair and hit the silk. It was then that James got one final look at his Arwing. He was sad to see it. He had bought the little fighter with his own money and had flown it for three years. As a pilot, he felt a connection to the ship and he closed his eyes as it tumbled and twisted down before crashing into the ugly soil of Venom.

The vulpine turned his attention to the ground below him. He looked to his left, searching for Peppy's chute. He saw it fluttering on the ground before it was cut loose and it drifted silently with the wind. He saw a circle of soldiers clad in black BDUs; they had surrounded Peppy and captured him.

It seemed that James would suffer the same fate as he saw more and more of the black armor clad grunts rush to his selected landing site.

The fingers of his right hand hovered above the M122 pistol strapped to his thigh. He whipped the weapon out of its holster as he hit the ground and pointed it at the nearest soldier. His shots were rough, but effective and nine soldiers, dead or wounded, hit the ground out of twelve shots. He cut his parasail loose, trapping more soldiers in its orange and white sheet.

James threw his sidearm, now useless; he wouldn't have time to slide a new battery in. He kicked the nearest living soldier in his gut. The ape doubled over and stumbled backwards, dropping his small carbine. James scooped the weapon up before it even hit the ground and began firing bursts of plasma at the soldiers.

Despite the vulpine's brave resistance, James could only postpone the inevitable. There were more and more soldiers coming now and James only had so many shots. The carbine finally clicked as its battery finally depleted and the soldiers rushed forward in a circular pack. One grabbed James from behind and James threw the lizard over his shoulder. Another did the same but managed to ring around the vulpine's neck while one of his comrades caught his arms and pulled them behind James back. Two more soldiers grabbed James legs. They wrapped his appendages in flex-cuff and pushed him to the ground where he landed on his knees. He tried to get up again, but two soldiers appeared on his right and left and grabbed his arms tightly.

A dropship approached. It was painted black and had crimson insignia on its wings and fuselage. It landed only a few meters away from the melee, kicking up a cloud of dust from the charred earth. From this cloud emerged a solitary figure who was quickly flanked by heavily armed guards. One of the regulars walked up to the figure and handed him James' pistol.

Andross.

James got the first words off when he saw the ape. "So Andross, you decided to greet me personally? How thoughtful of you! It has been a long time, love what you've done with the place!"

The ape scoffed and continued to walk towards James. He spoke as if totally indifferent to the vulpine's words. "Welcome to Venom Mr. McCloud. This may be my current seat of power, but that will change very shortly."

James tried to get up, but between his bound legs and the guards holding his arms behind him, he found this impossible. He continued to struggle. James imagined he would die soon; might as well go down fighting.

"Ever since I first heard of that little band of yours I always wondered how you would fall McCloud. It would seem fate has entrusted that to me and your friend Pigma Dengar. That swine is typical of his lot; greedy, selfish, and always willing to settle for the highest bidder, no matter what. I rather like his kind, easily subdued. A few more like him and this war will be over much sooner."

"Lylat will fight back you know. But you already knew that didn't you?" retorted James, "Perhaps you should learn from your failures."

Andross took James captured pistol and hit the vulpine's jaw with the handle and trigger guard. Blood began to pour from James' mouth and nostrils, but he maintained his withering stare at the ape.

"I wouldn't call that little mess a _failure _James", replied Andross, "merely a learning experience. I did find Corneria's weakness in its foolish commitment to protecting citizens. If the CDF wishes for victory in the war that is coming, they must forget about their pitiful, useless civilians."

"I'll be sure to tell my superiors of your insight," said James wryly.

Andross continued on as if James had not even spoken.

"You k now what I'm talking about James. You yourself were in the CDF then and you still couldn't save your wife, could you?"

James eyes suddenly blazed with anger. He strained even harder against the soldiers holding him. Unable to strike the ape, James did the only thing he could think of; he arched his head back and spat in Andross's face.

The soldiers around him stood motionless for a moment, as if too shocked by the act to respond, before they turned on the vulpine, beating him with rifle butts.

Andross wiped the saliva off his face and scowled at James. "Enough!" he called out, "He may not crack under interrogation, but if we torture him, the rabbit may speak.

"Take him to the detention center for processing, the rabbit too."

James felt the pulse rifle's butt hit the back of his head right above his neck. It was the last physical sensation he felt as he collapsed to the ground on his back. He could see the sky. Although choked with ugly amber clouds and storms, it was still the sky to him. James imagined stars in the few conscious moments he had left.

Darkness closed around him, flooding his periphery with black. His hearing became gradually quieter and James McCloud slipped into unconsciousness.


	2. The God of Two Point Oh

If you wanna see the legal stuff again, be my guest and go back to chapter one. I only have to comment on the 'god of 2.0', whose origins lie with a replica figurehead at the US Naval Academy in Annapolis. I'm sure the Navy won't mind me using it…

**1145 Hours, 12/9/2434 **

**CSC Class 2434 Alpha **

**Cornerian Space Command Flight Academy, Corneria **

A fresh white blanket of snow covered the grounds of the Cornerian Space Command Flight Academy. Groundskeepers had worked most of the previous night and into the early morning clearing the sidewalks. Many people, from Midshipmen to Admirals would be using the paths today. But now, their work seemed to be in vain, as a light snow fall came down from the grey sky above.

As the snow fell a parade block of fifty uniformed students marched down the cement path to Fletcher Hall, one of the academy's largest halls. They were a mix of Cornerian races; dogs, felines, avians, among many others. To the casual eye, the block appeared a bit sloppy; to a civil eye. In the glare of military authority though, the column was beyond sloppy, it was downright disgraceful. The group's Chief Petty Officer, who acted as a section leader and headmaster, was not present, so the cadets marched out of step and walked loosely with their shoulders sagged. Some even had missing articles from their uniforms. That would cost them.

Overall, the column hardly resembled a product of military training, but how much could one really expect from sixteen year olds; first year students were always a bit rebellious, but only when their Chiefs weren't in sight.

Among this almost ruffian-appearing group was Fox McCloud. All around him were his fellow first year midshipmen of Class 2434 Alpha, dressed in their winter dress uniforms; dark blue pants and a heavy wool trench coat of the same color and a Junior Officer's cap known universally as an SC, or Second Class, Cover. Black hard cover folders, each one personalized with gold inlaid font, were tucked under their arms. These contained their flight certification forms from the previous three weeks.

Fox noted the sloppy shape the formation was in and thought nothing of it. As long as the Chief didn't show up, they would be fine.

He had enough to worry about without the Chief forming the students into a tight block and drilling them to perfection. If they had done that, the class wouldn't have gotten moving for hours. Chief Petty Officer Ambrose had always been a hard ass.

The cadet's block was five rows across and ten columns long. They were arranged according to their standing in the class; the most accomplished students towards the front and left. Fox was in the second row and was fifth from the left. He didn't like this; if this formation was based on piloting skills, _he _would be at the front of the row.

Instead, the Midshipman who held the coveted top cadet position was a young vixen named Fara Phoenix. The daughter of Arspace Dynamics Chief Designer Michael Phoenix, Fara had known Fox since they had been both ten. When Fox's father James had worked as a CDF representative in an Arspace project, the two had been introduced.

She, like everyone else, in uniform but to Fox, she stood out. Her uniform was always freshly pressed; her chestnut hair was trimmed exactly at regulation length. Even in the bulky winter uniform, her slim, sculpted figure stood out.

The vixen walked in a way she only did when she was in uniform; her shoulders drawn back and her head held high. Her green eyes starred straight ahead. When Fox looked at her, he couldn't help but snicker. He repressed it as best he could, but a subtle, solitary snort still escaped.

She glanced to her right at Fox.

"What's with you?" she said in a hoarse whisper. Although she was not facing him, Fox could see the expression of annoyance on her face.

"Look at you", Fox whispered back, "you're all uptight and serious. It just seems so unlike you."

This comment from Fox brought a meek smile to Fara's stoic face. He knew her too well. Even if she rarely conformed to military formality, there were times when it was necessary to act like an up-and-coming junior officer.

Now, as she led her classmates to their year end exams, was one of those times and she marched proudly at the formation's head.

"We're in parade block," replied Fara, still whispering as if the Chief was standing right beside her, "everyone _should_ be marching correctly."

"Aw come on. It's just a test." In reality, this was the First Year Midshipman Examination; often seen as the most critical exam of the four year course at the Academy.

Fox knew Fara didn't act serious unless something really important was going on. He respected the level of sternness and maturity that the vixen's behavior encouraged. He waited for Fara's response and when it didn't come, he briefly considered continuing the conversation. His respect for the situation discouraged this notion and Fox kept silent.

In any case, he didn't have time to take about anything with Fara, for a more immediate problem appeared from the extreme right of his vision.

Chief Ambrose.

The Chief, from afar, didn't appear to be that much to worry about. He was a gray furred hare and, as a hare, was noticeably shorter then most other species. But Chief Ambrose never let this get in the way. He was known to pull cadets by the collar of their uniform and make the unfortunate soul see eye-to-eye when he got frustrated or angry. He would berate any Midshipman with a powerful voice that commanded respect. No one ever forget getting a piece of Chief Petty Officer Douglas Ambrose.

Fara saw the Chief coming too and she sounded a soft, high pitched whistle, telling her fellow cadets to form up. If Chief Ambrose saw the column like this, she and the rest of the cadets would have more to worry about then their exams. Fara's non-verbal order came as unnecessary, as all of the students saw the Chief approaching and they snapped into a nearly perfect block. The steady pulse of feet hitting the ground in unison rose from the sound of jumbled and random steps. Chief Ambrose came closer. Fox dared not look the hare in the eye; in fact he dared not look at the Chief at all.

But as he came closer, Fox stole a quick glance at the Chief and was surprised to see that he didn't appear at all ruffled. His face was like stone; hard and emotionless. He passed in front of the column. Everyone instinctively snapped a crisp salute which the Chief returned as he walked on.

"Good work Cadet Phoenix," said the Chief, "keep these students nice and tight." Fox could scarcely believe what had just happened. The Chief had surely seen the formation's sloppy state as he came, but he had let them go; he had given them a break. Chief Ambrose _never_ gave anyone any breaks. Except, Fox mused, when they were all marching to take the test that would follow them the rest of their careers.

As the small column continued towards the hall, Fox continued to seek _some_ conversation to calm his nerves. He was anxious, as was everyone around him, about the exam. As a first year Midshipman, this exam would make or break his career in the CDF. His mind raced from one thought to another; lesson upon lesson. The holographic lectures, training, CDF Rules and Regs, everything he would need to get a passing 2.0 grade. That's all he wanted at the moment.

The last three weeks had been easy enough; simulated combat scenarios and check flights in shuttles and Fledgling trainers. It had been a cake-walk for Fox as he easily put the craft through their paces. As a pilot, he was on top of not only Class 2434 Alpha, but the Academy's entire 2434 class of over seven hundred Midshipmen. Even Fara couldn't match him in simulated combat and the two often went head-to-head in the simulators. His father was justly proud of him.

Dad… Fox had seen his father only two weeks ago. Ever since his father had become a mercenary, it seemed like James was always away; fighting someone else's battles for cash. But Fox knew there was more to his father then that, much more.

The cadets were now approaching the study halls and Fox's anxiety was mounting. Last week's flight tests had proved what he already knew, that the cockpit was where he belonged. He wished that he didn't need to take the exams. If he failed here, there would be no second chances and even his outstanding piloting skills would not matter. A cold feeling permeated his stomach as his mind raced; What if he failed? What would his father-.

Fox forcibly buried this thought into the deepest recesses of his mind. He would not fail; he couldn't, not now.

He turned his head slightly to see a tall grey husky named Bill Grey. Like Fara, Bill was a childhood friend, whom Fox had met in a private military school when he was eleven, after Fox's mother had died and his father was forced into mercenary work. Fox knew Bill as a playful, kick back sort of guy who often found ways to get out of work then actually doing it. But Bill too had a stern, determined look on his faces, his steel eyes staring forward attentively. Fox had expected Bill of all people to loosen up once the Chief was gone. Even though the Chief _was_ long gone though, everyone remained stiff in formation, marching with silent dedication.

_When did this become a damn parade?_ thought Fox. He imagined that he too should perhaps respect the gravity of the situation; the first year final exam was held as a right-of-passage. Or perhaps everyone just feared the Chief would come back and that he wouldn't give them another break.

And so Fox glanced over his uniform. Noting that everything was in order, he subtly straightened himself up and stared almost blankly ahead of him.

A few minutes passed and Fox noticed that everyone was reaching into their pockets. It seemed strange to Fox that _all _of the cadets would break their stiff military posture now…

Of course! The god of 2.0!

The Midshipmen were approaching a small arbor, located in the direct center of the academy grounds. Great oak trees, symbolic of the wooden ships of centuries ago, sat in a rough circle with cement paths outlining the perimeter. Sitting in the center of this circle was a solitary brass statue of a canine. The statue's hands lay at his sides, his right hand holding a bow and his head looked to the right and up at the sky in a heroic pose. Although the statue's features were partially obscured by the snow, he was still recognizable as none other then the legendary Cornerus.

The statue was in fact a replica figurehead from an ancient oceangoing vessel which had shared the name Cornerus. Ever since the CDF had opened the flight academy, at a time before Cornerians went into space to fight, the figurehead had stood as a reminder of Corneria's military heritage.

But the anarchistic figurehead had, over the years, been given another role by the cadets. On Cornerus's back was something called a quiver, which supposedly held ancient projectiles, to be launched by the long weapon the statue held in its right hand. According to legend, Midshipmen would throw coins, themselves anarchistic, at the figurehead, hoping to land them in the quiver. If they did, the legend promised, the cadet would receive the passing 2.0 grade. Cornerus's figurehead had thus been permanently tagged with the moniker of "The god of 2.0".

Fox reached into his pocket. Had he remembered his coin? His father had given him a few ancient single cent pieces whose marked dates went back many decades, at a time before Lylatians even went into space. While Fox wasn't one to believe in superstition and legends, it was one of the academy's traditions. Besides, he did want that 2.0.

The cadets formed into a single file line behind Fara and prepared to toss their coins. As they passed, forty nine coins flew through the air. Each coin seemed to follow its own path; some bounced off Cornerus's face, others completely missed the statue, while some sank into the quiver.

Fox hesitated a moment, so he could watch his coin's flight. He threw the currency after quickly lining up with the quiver. The little silver disc flew up from Fox's hand. It seemed to float briefly as it reached the top of its arching flight path before it tumbled down, where it landed in the quiver with a distinctive _cling_.

What a lucky shot, he thought to himself. If he had that kind of luck, he continued to muse, maybe he would pass this exam. Maybe…

Fox felt his spirit lift slightly. Perhaps he would get that passing grade. He smiled lightly as he took his spot back in the formation and rejoined his fellow cadets.


	3. One Final Duty

**1532 Hours, 12/9/2434 **

**Holding Cell B-094, Underground complex**

**Somewhere on planet Venom, Lylat System **

The blackness slowly drained from James' vision, though it was only replaced with distorted, grotesque images. He blinked a few times and was rewarded with a slightly clearer picture. He felt like he was spinning, even though he suddenly became aware he was lying down.

He slowly turned his head, which only caused the room to spin even more. Each object became a blurry, oddly colored blob. James took a few deep breaths and blinked again. Finally, his periphery cleared.

James became aware of his surroundings. He was lying on the bottom bed of a steel bunk bed, which sat in the far corner of a dull concrete box of a room. A thick steel door was the only feature that interrupted the room's monotonous, featureless enclosure.

James started to rise. A sudden, stabbing pain shot up his spine. He winced and fell back down onto his side. He breathed a few deep breaths as the pain subsided and he realized his tail was broken. He mentally noted to avoid sitting on it.

He tried to rise again, slowly and carefully this time and he managed to rise to his feet. He now struggled to recover his memory and try to figure out where he was.

Okay, he mused, he was in a cell and he didn't remember how he had gotten here. That meant he'd been knocked out. That meant he'd crashed-

And then it came back to him. The recon mission to Venom, the energy readings, Andross, Pigma's betrayal…

James growled when the swine crossed his mind. He'd been under Andross's employment all along.

Although James' anger was boiling over, he calmed himself down. He had survived being shot down behind enemy lines and, although he was in captivity, he still had a mission to complete.

Then he remembered Peppy. James had seen the hare eject and then land under his parasail. He had watched as Andross's soldiers mobbed him, knocked him unconscious, and dragged him to the base. He was here somewhere in the facility. Even if he was dead, James was going to find him and he made this his number one priority.

But first, he would have to escape.

James observed his surroundings. Aside from the door and the creaking steel bed, the only thing he noticed was meager rations and a half glass of dirty water sitting on a plastic tray. The food, which resembled a gray rectangle of putty, looked like it had been out in the open awhile. Whoever had brought the food had brought it quite some time ago. What that meant to James was that _someone_ would have to bring food to him again and that would be his chance.

More time elapsed, how much James wasn't sure, before he heard the distinctive _clunk, clunk, clunk, _of combat boots on a steel floor. Someone was coming down the hall. James wasn't sure of what he was going to do; he would have to improvise.

The lock mechanisms of the door clicked loudly and the entrance opened with a hiss. A pudgy crocodile in gray urban camouflage fatigues entered the room. In his left hand he held another tray and in his right he held a bucket. James noticed with some delight that the guard wasn't wearing his helmet; this was going to be easier then he thought.

The croc looked at James with hollow black eyes. His face was firm, almost completely devoid of emotion. The subtle growl the guard let out was the only hint of any emotion, though it sounded more out of annoyance then anger.

"James McCloud", said the crocodile, an evil smirk suddenly running across his face, "dinner is served."

He set the tray down next to the old one on the floor. He then drew his pistol and pointed it loosely at James, waving it in front of the vulpine's face.

"Eat", he said.

James shot the croc a glance. He didn't want to eat the gray slop on the unclean little tray. But, he mused that the guard would expect less trouble from an obedient prisoner. This might buy him some time; he still needed to come up with a plan.

He picked up the tray and went back to the bed, trying not to sit directly on his broken tail. He set the tray on his lap and ate the meal. He started slowly, but when the guard pushed his pistol's muzzle closer to James' face. The guard clearly did not want to be in the cell.

"You know, I could just shoot you and say you attempted to escape. I'd be able to leave", said the guard.

"I don't think your boss would like that very much," replied James without even looking up, "He'd probably personally hang you for killing his most valuable prisoner."

The crocodile growled and pulled his pistol back slightly, but continued to point it at James.

When James finished his meal, the croc waved the bucket in front of him.

"What's that for?" said James, trying to act befuddled. He'd been behind enemy lines enough to know what the metal pail's purpose was.

"Your own personal lavatory," replied the crocodile with a snort, "Just take a piss in it. You do anything else and I'll put you back to sleep." The guard forced the bucket at James again.

"All right, just give me a second," James said and took the bucket in his hand. He turned his back to the guard. Strangely, the guard didn't seem at all bothered by this. He would soon learn to regret that…

Without warning, James hooked the bucket left, bringing it level with the crocodile's head, where it hit the guard's temple. The impact failed to knock the guard out, but it did disorientate him long enough for James to move. He rushed the croc and knocked him off his feet. The guard fell to the floor with a thud. James kicked and punched the reptile into unconsciousness, then grabbed his pistol and combat knife. He took the time to grab a set of key cards and a small PDA as well.

"Thanks", said James with a smirk as he exited the door.

As soon as the vulpine stepped into the corridor, his instincts snapped on. He had to organize his plan. He now had a clear set of objectives. First, find Peppy, then get out of the facility. Finding Peppy wouldn't be too much of a challenge, but finding transport would be more difficult.

As he walked down the corridor, weaving from one side of the hall to the other, pistol drawn, he heard a beep. He found some cover in an empty storage room and searched for the source of the sound. It was coming from the PDA. The small screen was displaying orders. Another guard was checking up on Peppy and according to the PDA report the hare was putting up a fight. The orders instructed any nearby guards to assist. The tiny device listed the cell holding Peppy.

Bingo.

James orientated himself in the corridor and raced to the holding cell containing Peppy. It wasn't far from his, only a few dozen doors down the south end of the corridor. Even through the steel cell door, James could here Peppy's distinctive twang as he cursed and hollered among a quiet cacophony of thuds as he got closer. The noise was coming out of cell B-179, the cell the PDA had identified.

Using one of the key cards, James opened the door. When the entry opened, the red avian guard turned to face the vulpine, only to be met with a well aimed shot of plasma. The bolt hit the avian dead center in his forehead, splattering blood on the wall and forcing him back before he slumped over.

Peppy was in the corner opposite the bunk bed, his right hand clutching a riot control baton with a sparking end piece. He raised the instrument above his head and was about to charge James when he realized who had shoot the avian.

"James! How the hell did you get out?" demanded Peppy.

"The same way you were planning on getting out," replied James with his cocky grin of victory, "improvising."

"Where are we? Are we still on Venom?" inquired Peppy.

"Yeah. According to this PDA, it's been a few days."

Peppy's face contorted into frustration and then anger as he remembered the mission. He curled his right hand into a fist.

"Pigma…" Peppy said the swine's name as if he was spitting it out.

"Yeah, he probably got offered a fatter check from Andross then Pepper promised us. You know piggy; highest bidder wins."

"Still, we trusted him, he was our friend… I just can't believe he would do this to us."

The PDA in James' pocket started beeping again and he pulled it out to read it. The message was cause for concern: _Guard 242 Weapon Discharge in Cell B-179. Report on status in Cell B-179. Repeat, Guard 242 Report. _

James showed Peppy the tiny device. "Trouble," he said.

Peppy read the PDA's screen and grimaced. "Hmm…" he said rubbing his chin, "We should get moving."

"Right," said James.

"What's next?" inquired the hare.

"Well, we need to get some transport before ole' apehead figures out his most important prisoners have escaped."

"I woke up when the guards brought me into the facility. This level is two stories below the entrance to one of their hangers. There must be something in there we can commandeer."

"I like that idea, but it's missing something," replied James. Peppy looked at his comrade in confusion.

"What?"

"Andross is going to attack Corneria and he seems pretty well prepared. While we're here, we should try to set him back a bit. Maybe buy the CDF a little time to mobilize."

"Whatcha' got in mind Jimmy?"

James rubbed his chin thoughtfully; his eyes and his smile gave off a smug expression, like a child plotting mischief.

"I'm thinking a really big explosion. Maybe take some valuable equipment with it. Something like that would also cover our escape."

"Oh? I like the sound of that but what should we hit?"

"This is an enemy stronghold full of starfighters, weapons, and fusion generators to power it; lots of big, expensive things that make for nice big booms. There's gotta be something between here and the hanger we can set off."

James was forced to stop when he heard footsteps coming down the hall. Guard 242 hadn't reported and security was sending someone else to report. Only this time, they sent eight guards clad in black armor suits and wielding plasma assault rifles.

A floor plan appeared on the PDA, showing the corridor and the cells. In the hallway were green dots representing the eight soldiers coming down the hall.

"Peppy, we've got some company comin'."

The hare went over to the dead avian and pulled the guard's pistol from its holster. He also grabbed three 'flash-bang' grenades and put two in his pocket while holding the remaining one in his left hand.

"Well then," replied the hare, working the action of the pistol, charging a shot from its battery, "let's roll out the welcome mat."

"But we're the guests," said James.

Peppy held the grenade up and shook it to get James attention. The vulpine looked at the grenade and nodded.

Peppy moved towards the door and took cover on the entrance's right side where he pulled the safety pin. The locks clicked and clunked and the door opened. Peppy released the grenade. It clicked as it hit the floor and skidded among the guards. The surprised soldiers looked at the device for a split second before it went off, temporally blinding them.

James and Peppy, who had shielded their eyes from the blast jumped from cover, pistols barking and spitting fire. The guards fell as they stumbled forward and fell into the cell.

Slamming a new battery into his commandeered sidearm, James leaped over the heaped bodies and emerged into the corridor. Peppy quickly followed and the pair set off at a run towards the hanger. James continued to follow the miniature holographic floor plan on the PDA.

His eyes not only followed the corridor and watched for more guards, he was watching for anything that might cause the big explosion he was planning. There had to be _something… _

As the pair raced down the hall, searching for the stairs to take them to the main level, they ran into more guards. They were either alone or in pairs and they were brought down easily with a mix of surprise and well aimed pistol shots. Eventually, James found an older GK-3B plasma rifle, while Peppy upgraded to a submachine gun. This upgrade in firepower helped them push on towards the hangar.

All the while, updates would come up on James' commandeered PDA. These only demanded reports from the slain patrols and then sent others to investigate when they failed to respond. It seemed amazing to James that it took so long for anyone to notice that he and Peppy were not in their cells.

_If Andross's fleet is anything like these guys_, the vulpine mused, _the CDF will have a picnic with these guys. _

James and Peppy came to a larger room lined with pillars. At the far end of the room were three lifts, which were flanked on either side by a set of stairs. What the two failed to notice however where the sets of doors on the other two walls.

These doors now opened and more guards poured out. Unlike the scattered soldiers James and Peppy had so easily cut down, these new enemies appeared more then ready to take on the fleeing prisoners as they fanned out in a neat tactical formation. They were armed with plasma auto rifles and submachine guns. One wielded a light plasma cannon, a hefty one and a half meter shoulder-mounted weapon that spat out red motes of plasma at a high rate of fire. Its presence on the battlefield turned its user into a one-man army, as it could cut down ranks of infantry; it could even threaten low flying aircraft with an endless stream of energy.

"Freeze!" called one of the soldiers from behind his helmet shielded face. The new combatants faced the vulpine and the hare and let loose a fury of plasma fire. James and Peppy were forced to jump behind the pillars; the hare diving left and James going right. The plasma cannon opened up, scorching the area of the wall where the two had been standing only moments before.

As James crouched behind the pillar, he looked over his shoulder and watched the plasma cannon operator swing the weapon to fire at the column of concrete. The smooth material began to bubble and smoke as the superheated plasma hit it. He had to move, before the column gave way or before the guards could move around the room and flank him. But he knew he couldn't move under fire, the plasma cannon would hit him.

But then he remembered; he was James McCloud, a valuable prisoner. If the guards had wanted to kill him, they would have rushed him rather then trap him with a line of suppressing fire. They wouldn't dare shoot him.

It was chancy at best and extremely risky, but James had been lucky with hunches before. He had virtually no other choice.

Peppy looked to his right to see James roll left to face the plasma cannon. The hare's eyes widened with surprise as the vulpine actually rose before the soldier just barely left of the stream of fire.

What happened next was even more surprising; the cannon stopped firing and a trail of smoke curled up from the muzzle.

The commanding soldier called out, "Kill him and it's your head! That's James McCloud! Flank him! Bring him down, now!"

James could not believe his luck.

These orders were to prove fatal, for in those few microseconds where no one dared fire, James saw his chance. As he slowly walked forward, he shouldered the rifle and brought down the plasma cannon and a submachine gunner before he dove behind the next pillar. The soldiers were now firing at James and were attempting to surround him. He could only hope Peppy would take advantage of the confusion.

Peppy was happy to oblige and he squeezed off a series of well aimed semi-automatic shots, eliminating three more guards on James' left. James saw this and dashed left to the other side of the room while Peppy laid down burst after burst of covering fire.

The remaining soldiers were now cornered on the right side of the room and James disposed of them with a few well aimed shots.

The personnel locator on the PDA showed no more contacts and James lowered his GK-3. He walked towards the center of the room, ramming a fresh battery into the receiver and recharging the action. He wanted the plasma cannon; it might come in handy. But when the vulpine arrived he found the weapon was gone… only now it was being shouldered by Peppy. James eyed the hare with what amounted to a slightly annoyed smirk as he struggled to mount the huge weapon on his shoulder.

"What?" said Peppy, "you always get the big guns. I think it's high time I got my try at it."

"You sure you can carry that thing, and fire it? The recoil feels like being kicked by a mule."

Peppy shrugged his shoulders. "I got training on these things during basic at the academy, remember?"

"Yeah I remember, but that was years ago. But what I also remember was that nasty bruise you got when that thing kicked up and hit you in the face _and _how it threw you back a good few meters. You're not exactly built to use that cannon," said James with a chuckle.

Peppy looked annoyed and eyed the vulpine warily. "I may be short and stubby, but I can still fight."

"All right fine, you can carry the plasma cannon," said James in mock surrender. Even if James had refused to allow Peppy to carry the weapon, he was going to carry it. Peppy could be so damn stubborn at times. It was helpful sometimes, but it was often a more annoying attribute. James sighed and then laughed a wry chuckle.

The pair entered one of the three lifts. Thanks to the captured key cards, James and Peppy had a quick ride up to the main floor, where the hanger entrance was located.

James now found a manifest for the hanger and looked amused; there were a number of Invader class fighters among dozens of other craft. He concluded that the fighters would make the best avenue of escape.

James and Peppy found no additional resistance as they continued towards the hangar. Strange, thought James, but he figured that the most of the local garrison was two levels below, looking for him.

After consulting the PDA about the hangar's security systems, James and Peppy entered the room. James accessed the door's controls and sealed them with maximum security locks. He and Peppy then looked around at their new surroundings. As hangars went, it seemed fairly typical; lines of fighters sat on ready stands, ladders leading up to their open canopies. The Invaders sat ripe for the plucking.

James planned to carefully sneak up to the machines to avoid any more guards, as his supply of plasma batteries was starting to run low. If he and Peppy could get only get in the cockpits and activate the shields, they could run the fighters up and escape.

Before James could explain his idea to his wingman, the PDA began beeping again. New orders were coming in: _Prisoners McCloud and Hare have escaped cells. Prisoners are armed and have breached hanger bay four. Find and take alive. _

"Shit", grunted James. Something or someone must have seen them.

"Well hello Jimmy!" squealed a familiar voice. James and Peppy both turned and looked up to see Pigma standing on a gantry above the hangar bay floor, a projectile-firing rifle clasped in his hands.

"Pigma! You bastard!" cried out James with a snarl.

"Nice to see you again too old buddy," replied Pigma, "I didn't think Emperor Andross would let you live."

"Emperor? That's presumptuous; maybe all those years in exile have gotten to that ape's head." retorted Peppy.

Pigma huffed, "You two should have stayed in your cells, maybe Andross would have let you live."

"Better to go down fighting then live in this dump," replied James, "the CDF will be here to blast it all to hell soon enough anyway."

"That seems doubtful Jimmy."

"How much did you get for turning us in anyway? I'm interested," said James. He was trying to keep Pigma's attention and stall him while he came up with his next course of action and if there was anything that got Pigma's attention, it was money.

The swine seemed almost delighted to continue.

"More then anything I would have gotten in _your_ pitiful little squadron. It wasn't just you though; I got a bonus for delivering the Arwing. It's a shame that you two had to crash those beautiful little fighters. The reward for three Arwings would have bought me my own place on Zoness." Pigma continued to rave thoughtlessly and his own thoughts began to distract him away from the situation unfolding below him.

James was surprised by Pigma; the Arwing was here? James told Peppy to locate the fighter while he kept Pigma distracted. Before long, Peppy pointed the Arwing out to James, sitting in the middle of a line of Invaders and Hammerhead bombers. Maybe Pigma's ship would make a better escape vehicle. But as James, who still needed to create his big explosion, thought for a moment, he suddenly saw the fighter in an entirely different light.

The Arwings were unique from other fighter craft because of their G-diffusers. These devices were located in the dorsal and ventral fins next to the fighter's cockpit. The G-diffusers created a field of controlled gravity around the ship, allowing for extreme maneuvering in space and in an atmospheric environment. The Arwing was the first fighter designed to incorporate the system.

But for the advantage they provided, the G-diffusers were complex, difficult to repair, and extremely temperamental. The devices numerous systems could also prove explosive if misused.

Knowing this, James saw his chance to distract the fortress while he and Peppy made their escape. The explosion of the G-diffusers on Pigma's Arwing wouldn't make too big of an explosion, but among the parked fighters and bombers, as well as the scattered munitions, the blast would make an excellent catalyst for a chain-reaction.

James explained his plan to Peppy in detail while Pigma went on talking. James, who knew how to sabotage a G-diffuser, would make a break for the Arwing, while Peppy would distract Pigma and then join James before mounting one of the enemy fighters and escaping.

"Peppy, give me one of your flash-bangs. You'll need to find a new position or Pigma will pin you down. That grenade should distract him long enough," whispered James.

Peppy nodded in reply and handed one of the white explosive cylinders to him.

Pigma suddenly snapped from his fantasy world and noted that James had been silent too long. Still thinking he was in full control of the situation, he went on, electing to taunt James and Peppy.

"What's wrong Jimmy?" challenged Pigma, "You should get out of here before the soldiers arrive. Go right ahead, I'm a poor shot…"

"Oh, then you won't like this," said James with a grin.

Pigma stood defiant for a moment, trying to figure out what James meant by that. The blinding flash of light that turned his vision into an impenetrable periphery of white and the shrill-like ringing in his ears answered the swine's curiosity. Pigma stumbled to cover his eyes, dropping his rifle. He stumbled back, away from the blast but his short retreat was interrupted by the guard rail of the overhead scaffold and he fell forward.

Both James and Peppy shielded their eyes from the flash-bang grenade, but their ears still rang. James dashed forward with all the speed he could summon from his legs towards the Arwing. Peppy meanwhile ran right to find a new area of cover. Once there, he shouldered the plasma cannon and started to fire on Pigma's position, pinning the swine down in a withering column of fire.

James' path took him behind the line of fighters. He made out the Arwing's white metallic paint scheme, distinctive against the brown and tan colored Invaders and Hammerheads. He arrived on the craft's port side and immediately went to work removing the access panels off the left G-diffuser housing, exposing the delicate system of conduits, electromagnets, and other machinery. All he needed now was time… and a steady hand; the wrong moves could light this candle prematurely.

* * *

Pigma's vision slowly returned. He found himself on the floor of the gantry, his rifle a few meters away and a ceaseless hail of high energy plasma snaking its way up off his right. The supports that held the gantry had taken a lot of hits and many had or were melting. Pigma saw this, but he was more concerned about retrieving his rifle.

He remained in a prone position and crawled his way to his discarded rifle; a difficult task for the pig, who was in less then ideal shape. He retrieved the weapon and pondered his next move. The plasma cannon had not shifted its fire, so its operator must still think he was over there. Perhaps he could peek over and put a shot right through the gunner's head.

The swine poked his head just so he could see Peppy, still firing the plasma cannon at the same location. He seemed overwhelmed with the cannon's immense recoil and was therefore unable to shift fire. Pigma shouldered the rifle, lined up his sights at the hare's head and-

The gantry gave off a sickening groan. The noise startled Pigma from his concentration. Fearing the structure might collapse, the swine took off in a run.

* * *

Peppy continued to pour fire onto Pigma's position and when he saw him make a run, he tried, futilely, to redirect his field of fire. Even as his entire body shook from recoil, Peppy called out to James, asking for a status report. James replied that he was working on the second G-diffuser.

Then, the sealed doors that separated the hangar from the rest of the base resounded with a loud bang, but the doors held strong and refused to open; the guards were coming.

"James! You might wanna hurry up with that sabotage! They're tryin' to get through the doors!" said Peppy as he dashed to find a new firing position. He would have to buy James some more time. Another loud bang went off, this one blew the doors out of their mountings and armed soldiers in black armor poured from the entryway like water from a faucet.

* * *

Pigma rose from his second dive and was pleased to find that his rifle, still loaded and ready to fire, was in his hands. The swine was even more pleased to see Andross's soldiers emerge into the hangar, forcing Peppy to move and then pinning the hare down. Pigma was now free to hunt McCloud.

It didn't take him long to find the vulpine. He was on the right side of the craft, working with the G-diffuser. He wasn't going to miss this time. Pigma set up his shot and fired.

* * *

James felt something penetrate his right shoulder. The solid round bit into his fur, skin, and muscle and then exited through in opposite order. His left hand clutched the open wound as blood spilled from the ravaged hole in his shoulder. His pain gave way first to shock and disbelief, but when James' realized the wound was not fatal, it turned into rage. It also made it grossly apparent to him how vulnerable he was.

Now, rather then finish "professionally" sabotaging the G-diffuser, he took his pistol and shot a plasma cooling conduit. Like the blood pouring from his own wound, thick aqua cooling fluid seeped out prodigiously from the ruptured conduit, spilling onto the floor in an oily puddle.

"Peppy! Let's go! This thing's gonna blow!" James call was hollow; Peppy was pinned by a tide of black uniforms and deadly crossfire. Without thinking, James took off at full speed for his friend.

Suddenly the steel girders supporting the gantry gave a sickening groan as the last of the supports melted and gave way. Pigma looked wide eyed as his footing collapsed beneath him. He had to move once again before the entire gantry crashed to the floor. He took off at a full run as the structure collapsed.

The falling gantry slammed into the floor. As it collapsed, the metal twisted and snaked its way across the hanger, separating Peppy from his tormenters.

When he reached the hare, he grabbed Peppy by the arm and pulled him in the direction of the flight line.

"I guess we're not 'valuable prisoners anymore," joked Peppy.

"Yeah, I wouldn't expect any more of their hospitality in the air either. Get to the fighters!" replied James.

Both fired their weapons into the soldiers, hoping to disperse them further. The two made the journey back to the flight line safely.

Peppy and James each climbed into the cockpit of an Invader fighter. Both were pleased to find that these ships were on Operational Readiness Alert. This meant that they sat on their hard-stands ready to launch at a moments notice. Their engines had a running pre-burn cycle and all of the instruments were online. Peppy and James only needed to deactivate the launch locks and punch the throttles to coax their stolen fighters into the air. The two Invaders rushed along a track that gradually began to point straight up. The fighters rode this line until they were vertical and they burst through the pyramid structure covering the hanger exit. _So that's how they launch their ships from the ground, _thought James as his and Peppy's fighter shoot into the skies of Venom with a combined roar.

* * *

The hangar had dissolved into chaos as the prisoners roared skyward. Unlike the others, Pigma had seen what James had done to his Arwing and he knew what would result. He dashed to escape the hangar and was actually blown to safety through an open doorway as the G-diffuser destructed. He got up and continued running, giving no thought to the soldiers now trapped in the hangar, as ship after ship blew up in a sickening chain reaction.

* * *

The explosions were seen by James and Peppy as their Invaders shot up into the atmosphere. To the untrained eye, it would seem they were home free, but the two still had troubles.

"Peppy, contact SATCOM. Hijack or patch through any military channels you can open. Tell them we need a gate, now!"

"I'm on it Jimmy."

The cloud of fighters was still there, though it was not as condensed as it had been two days ago. They were in patrol formation, proceeding on half speed.

"Peppy, avoid engagement at all cost. Just punch through them at full throttle!"

"Got it."

A large return appeared on the forward looking sensors in James' fighter. He instinctively looked to his TAC display, only to find the Invader was not equipped with one. Clouds were obscuring the object and although James was curious what it was, common sense told him to avoid the contact.

"Adjust course to one-two zero. I've got an unidentified contact at zero nine zero."

Peppy exhaled a short, anxious breath. Before acknowledging James' transmission and tuning his course.

"SATCOM status Peppy?"

"Working on it. There's an old CDF comm. satellite in orbit, I just need to access it. It's not easy with this ship's equipment.

Klaxons flared in the cockpit and twenty smaller unidentified contacts appeared on the radar return screen; missiles.

"James! K5 missiles inbound and tracking us!"

"Copy, take evasive action when you make visual. These storms should confuse most of those little bastards. Check for anti-missile countermeasures," said James.

"Right. I've almost got SATCOM on the horn," the hare paused for a moment…too long. A shrilling honk sounded in Peppy's fighter as one of the K5's acquired his ship and locked on to it. Peppy was startled.

Before he had time to react, James dove from above and ended up behind him. The klaxon stopped and Peppy looked inquisitively over his shoulder to see James' ship on his six.

"Peppy, I've got the missile. Keep trying SATCOM!" called out James.

"But Jimmy..."

"No 'buts'! Get us a gate!" The vulpine banked his ship hard left and disappeared into the clouds. "Come and get me you bastards!" said James through gritted teeth.

Peppy finally got through and requested the gate. At first, the CDF was anything but happy to find someone had broken into their satellite communication network, but when Peppy explained, Beltino Gate, a massive CDF jumpgate station began warming up and readying the transmission.

Good. Peppy keyed his COM to tell James, but the vulpine failed to answer.

"James?" Peppy said, almost shouting.

"Right behind you Pep!" came James' voice. It sounded weak, exhausted to Peppy.

"Jimmy! Beltino Gate is opening up!"

"Glad to hear it," replied James, falling in next to Peppy's ship. As the Invader pulled alongside Peppy, the hare noted that the left wing and a large chunk of fuselage were missing. The Invader barely looked airworthy and it wobbled noticeably.

James had taken a bullet for Peppy.

"Peppy, there's a squad of black Wraiths inbound to intercept me," the vulpine paused for a moment, then continued. "That missile got my left engine, I can barely keep up with you."

Peppy bit his lower lip when James mentioned the Wraiths. The briefing given by LIO had told Starfox that these ships were rumored to be used by elite squadrons. Even one of these would be a challenge.

"Don't worry Jimmy, I've got ya. We're almost there!"

What Peppy didn't know, and what James dared not tell him, was that James' had lost cabin pressurization and the vulpine was flying the battered ship on emergency systems. The left engine was not only dead, but it was close to overload. Bottom line: James couldn't make orbit and he knew it.

He sighed. He'd done so many things by the call of Corneria, as a fighter jock and a mercenary. Whether it was in the CDF or in Starfox, for pride or money, it was all about duty; duty to Corneria, duty to countrymen, duty to friends, duty to family.

And now, at long last, just one final duty to perform.

The Wraiths came into view at extreme range. They were clustered in pairs and were approaching from the team's seven o' clock position. They were still climbing to meet the Invaders. James figured he had only seconds.

The wounded Invader banked right, sliding behind Peppy. It turned to face the Wraiths and went as fast as its single remained engine could manage. The move forced the enemy ships to veer off and break formation to avoid colliding with the little Invader.

"Jimmy! What are you doing?" cried Peppy.

"Buying you some time," replied the vulpine matter-of-factly, "get the hell out of here!"

"No James, I'm not leaving you behind. Not now!" protested the hare.

"For once in your life don't be a stubborn S.O.B, I can't break the atmosphere. Get out and go through the gate before they reform!"

That little exchange had already cost Peppy the precious seconds of reaction time he would need to get to James. And James' fighter was plummeting deeper and deeper into the atmosphere, the Wraiths in tow. Tears jerked at Peppy's eyes and a few droplets rolled down his cheeks. There was nothing he could do.

"Peppy, GO!" called out James. Static started to enter the COM, accompanied by the quiet, but telltale sounds of cannon fire.

Just as he broke the atmosphere, Peppy saw the explosion.

That was it. A simple death for a great warrior, his chariot now a tumbling, contorted carcass of steel. Ignominious, but somehow fulfilling. James had died for the reason all warriors did; that others may live.

Peppy barely had time to comprehend that thought at the moment. He saw the gate's swirling green pool of light ahead and he raced for it. The Invader seemed to melt into the ambient whirlpool before it vanished from normal space and the gate closed behind it.

* * *

James was still alive as his fighter tumbled helplessly. With the controls gone, his brief tangle with Andross's elites was over. The escape capsule was jammed, trapping James. Even if the capsule hadn't been ruined, James' wounds from the missile impact rendered it impossible for him to even reach the controls. The Wraiths were gone now, leaving him vulpine to his fate.

Still, in all the chaos, James remained focused on Peppy. He had lost contact with his old friend, which meant he was either dead or he had gotten out. James found the latter more comforting.

His mind was at peace now, despite the blazing klaxons of a dozen different compromised systems, all approaching critical level. He would be with Vixy again, after five long years…

He thought of Fox for a moment, how his son would be on his own now on. His mind retreated to a quieter scene of years past, where a ten year old Fox scurried about with a model starfighter as he and Vixy looked on.

James smiled as the memory absorbed him, freeing him from the grips of physical anguish and turmoil.

Finally, the prolonged, agonizing death of the Invader reached its climax. Engine one gave in, setting off the remaining pulse cannon and battery of two missiles.

The fighter and the body of its pilot vanished from existence.

James McCloud, hero, friend, and father, was dead.


	4. Debriefing

**1745 Hours, 12/12/2434**

**CSC Flight Academy, Clarke Hall, Room F-45 **

A gentle double note tone sounded through the speakers. One of the room's occupants snorted as the sound woke him up. Fox heard it again and growled. His eyes closed tighter as he buried his head in his pillow, trying in vain to drown the tone as it sounded a third time. He growled again with annoyance, as if the persistent visitor on the other side of the door could hear him.

The tormentor would give up and go away, Fox imagined. He waited for the visitor to try the doorbell again. Maybe then he would leave.

The noise did not go off a fourth time. Rather, it was replaced with the pounding of a curled fist. This new source of pain for Fox sounded off three loud bangs. As the third concussion ended, he could barely hear a familiar voice.

"McCloud, Grey! Are you in there?" sounded the deep, booming voice.

A flurry of thoughts went through Fox's head in the next few moments. He wanted to shout; tell the intruder to go away and let him sleep. But, Fox opened up to the possibility that it was a ranking officer. If that was true, then this agitator had keys to the locked door. Slowly realizing this, Fox forced his eyes open as he lazily looked around his quarters.

The room and both of its occupants were far from presentable. The floor was littered with discarded articles of uniforms as well as several empty bottles of liquor, whose wrappers seemed to represent every brewery in Lylat. The smell of the empty bottles lingered and wafted in the tiny room, producing a ghastly odor similar to that of the local Officer's Club.

The mess of bottles had been brought on by the events of the previous day, when the Midshipmen had learned their exam grades. Fox's grade was a 3.2; he had passed. It wasn't the best grade in his class, but that didn't matter to Fox; the future suddenly looked very bright. In celebration, Fox had managed to scrounge up some spirits-courtesy of the Academy's black market and he and Bill had spent the night toasting to their first year. The consequences for drinking alcohol on the grounds were extremely severe, but that night, Fox hadn't cared. It didn't matter, as long as they weren't caught.

Foxhad managed to find his bed despite his drunken state, but Bill had fallen short and was huddled under a bed sheet next to the wall. He still lay there, snoring so loud Fox wondered how the individual outside didn't hear him.

He staggered out of bed and stood on a loose, wobbling footing. He was dizzy and his already pounding headache grew worse with every waking moment. When the visitor knocked three more times, each bang felt like a full loaded bomber was crashing on the crown of Fox's head. He held his head in his hand as he staggered towards the door.

The voice came again. It sounded so loudly that it snapped Fox out of his waking stupor. What the voice said helped wake him up as well.

"McCloud! Grey! I know you're in there! Get off your lazy asses! Second class Midshipmen don't get to sleep any longer!"

Fox felt something cold go through him as he realized with horror that the voice belonged to Chief Ambrose. There was no reason to speculate what would happen if he came in.

Fox looked at Bill, still asleep despite the noise. He must have kept going after Fox had passed out.

"Bill! Bill!" he said with a hoarse whisper, hoping that the Chief couldn't hear him, "wake up!"

The husky's eyes opened only to slits, but still revealing red, bloodshot eyes. "What the hell…" he said, his voice a mix of annoyance and mock curiosity, laced with the groaning sigh of a hangover.

"The Chief's here!" replied Fox, desperate. The mention of the Chief seemed to have the same effect on Bill as it had on Fox and the husky shot up from the floor, struggling to untangle from the bed sheets.

"Wake up! NOW!"

"Sir, I am awake sir! replied with Fox with surprising crispness in his voice. Bill replied as well.

"What the hell were you two up to in there? Who sleeps in the afternoon," the Chief paused, contemplating the possible answers to his challenge, "Open the door."

"Oh _shit_! He's comin' in! We'd better get rid of these bottles!" said Fox.

Bill silently agreed and took to gathering some of the bottles while Fox helped. Soon, the empty bottles and cans had been scooped up.

"Where the hell are we gonna hide these damn things?" said Bill.

"Midshipman! Open the door this instant, that's an order!"

Fox looked around desperately for a suitable place to put the evidence of their premature celebration. The closets? No, the Chief would check those. There wasn't enough space under the bed. All seemed lost until Fox felt a cold breeze run across his face and he looked to the single open window…The window!

"Bill, drop em' outside and be quick!" said Fox, as if commanding his friend in battle.

"Got it; bombs away!" said Bill as the collection of empty bottles fell from his arms and tumbled through the air before hitting the ground six stories down.

Fox rushed to the door and activated the controls and the door opened with a hiss. He and Bill managed a salute as the Chief, in full dress uniform, entered. The hare's eyes scanned the room and then looked at Bill and then Fox in disgust.

He huffed. "In my entire military career I have never seen more shitty quarters" he started, exchanging glares at Fox and Bill. Fox stared straight ahead. Although it didn't show, he was panicking. He and Bill had never managed to run a tight ship as far as their quarters were concerned, but the room's current state was beyond even them. Fox was sure the Chief saw this; the Chief saw _everything. _

The hare continued to lecture Fox and Bill before glancing around the room once more. Fox dreaded his next words, knowing they would be the ones that would send him home a failure.

Why had he been so stupid?

"You two better jump in your dress uniforms," said the Chief, "the celebrations start at twenty hundred hours sharp." The hare said nothing more as he turned on his heel and left. The door hissed closed as he started down the hall.

Fox and Bill looked at each other, stupefied. He hadn't missed the evidence; he had let them go, but why? Possession of any form of booze was a serious offense, one that could lead to court martial and expulsion. Perhaps he just felt sorry for the cadets, but that didn't fly either. Fox didn't care. One way or the other, he was off the hook. His expression became one of elation and he chuckled triumphantly as he sat back on his bed.

"Not a way to spend a hang over, eh buddy?" said Fox. Bill chuckled back as he went about collecting the scattered articles of clothing and making his bed.

"I don't remember a thing," continued Fox, "do you?"

"No," replied Bill with another chuckle, "but from the looks of things, it was a great little celebration."

Fox smiled as he started to put on his dress uniform. Bill looked at him, a bit surprised.

"You're actually going? I don't think access to more booze is a good idea Fox."

"Aw," replied Fox, dismissing Bill's concerns, "I'll watch it this time."

* * *

A few hours after his close shave with the Chief, Fox, tidied up and in his dress uniform, was on his way the common area of Malcolm Hall, where the year end celebrations would be taking place. Bill had decided to come as well.

Fox thought the matter. He and Bill had debated the idea of going. They had already dodged one bullet with Ambrose and going to the party with a recovering hangover hardly seemed a wise idea. Not going however, might prove to be too suspicious. Besides, he remembered, Fara would be waiting for him and passing her up seemed even worse then court martial.

It was a cold night. Snow slowly floated from above, adding to the mask of white draped over the grounds. The sky was filled with massive gray clouds, hiding away the twinkle of stars and the warm glow of the nearby planets. A few hanging lights and lit windows aside, the night was pitch black.

As the Midshipmen continued down the concrete path, Malcolm Hall suddenly stood out from the darkness. This building was among the tallest on the Academy grounds, climbing fifty stories into the sky. Every window of every floor was aglow with the warm light from within, illuminating the space around the massive building.

Fox and Bill exchanged no words as they approached the entrance, which was flanked by two Petty Officers. Bill began to look from side to side, like a cornered animal looking for an escape.

"What's wrong?" said Fox.

"Are you sure this was a good idea? Those noncoms are gonna see I'm hung over!" replied Bill.

"Relax old buddy," Fox said with a smile, "Hell, I can't even tell your drunk."

Bill chuckled. "Sounds like something I'd say," he replied, still laughing.

"Just act normal. They're not gonna ask you to pee in a cup."

"Right," said Bill, straightening up, "I'll go first. They'll give you less trouble."

Bill approached the door. The two Petty Officers stopped him and looked him over. Bill showed one of them his ID and they motioned him forward. Fox felt the minute feeling of anxiety in his stomach evaporate. He stepped forward and displayed his identification card. Confident there would be no hold up, Fox continued on.

One of the Petty Officers, an avian, stuck his arm in front of the doorway, blocking Fox. He stopped, surprised, and gave the noncom a quizzical look.

"James McCloud Jr?" the guard challenged.

"That's Fox McCloud to you buddy and can I hear a 'sir' somewhere in that sentence?"

"Easy there kid," replied the Petty Officer, not even bothering to look at Fox. The avian groaned softly and passed the card to the other guard. He scrutinized it and handed the card back to the avian who gave it back to Fox. Fox caught a glimpse of the other Petty Officer making a call on his radio.

The avian snapped Fox's focus on him. "Go on in first year, _sir_," he said, sharing a chuckle with the other guard. Fox collected his card and glared before he entered the building.

As soon as he had removed his overcoat and hung it in the closet, Fox found himself under a different kind of assault-Fara rushed forward and embraced him in a crushing hug. Fox hugged back. Fara pressed herself against him and looked into his eyes. They smiled at each other before their lips locked in a brief, sweet greeting kiss.

"Well, it's nice to see you too Fara," said Fox with something of a startled expression; Fara had a way of sneaking up on him like that.

"Congratulations Foxey!" she exclaimed, kissing him again. She tucked herself next to his side and looked up at him.

"Congratulations to you too Fara," replied Fox with a warm smile.He glanced around and made sure no onehad seenthem- not out of embarresment, but from fear of being spotted by an officer. In the military, such displays of personal affection between up-and-coming young officers was not looked kindly upon, even though it was a well known fact that such relationships sprang up.

Fox thought the whole idea was perhaps a little too strict; what could the CDF expect when they packed a bunch of hormone-charged teenagers in the general vicinity of the opposite sex? Fox's affair with Fara was not secret, at least not to the other cadets and the two had kept the whole thing quiet. Both knew the risks, but accepted them.

Somehow, in an institution where a kiss meant a reprimand and sex meant court-martial, Fox and Fara went on; that was the extent of their relationship.

"Where were you yesterday?" cooed Fara.

He looked at her with a sly grin. "Having a little private celebration…"

"Oh. Who was invited?" she asked, a bit annoyed. Fox smiled at Fara's unjustified attitude.

"Oh, no one really. Just Bill and me with some ale, whisky, a little scotch…"

Fara broke away from him. "Fox!" replied Fara, "What kind of empty-headed fur brain are you?" She approached him and whispered in his ear, "There'd better be some left. You do owe me from the last time, remember?"

"Yeah, I remember. Don't worry about it sweetie." He whispered back.

Fara beamed and relinquished her hold on Fox's arm. From here on, the two would have to avoid acting like a couple, lest an officer see them. So they walked beside each other towards the common area of Malcolm Hall.

The sultry strains and sharp staccato notes of a group of the Academy Band wafted through the air. A few cadets danced to the upbeat jazz while others sat at tables and conversed over beverages. Everyone was in their dress uniform, now decorated with the twin horizontal golden stripes on their shirt collars, indicating their new rank of second year Midshipmen.

"Shall we?" said Fox. Fara grinned and the two started towards the door. Just as they reached the door, it swung open. The startled pair jumped back a few feet. Fox's face became a scowl and he glared up at the feline. This expression, along with the accompanying angry words he had planned, melted off Fox's face when he actually saw the tall grey cat.

The feline was dressed in a black uniform with gold insignia. The patch on her right shoulder, the edge of a planet circled by a ring and three gold swords identified her as a member of the Lylat Intelligence Office. More crucial to Fox though, was the single golden bar of a Lieutenant. He and Fara promptly snapped to attention.

"Midshipman James McCloud?" inquired the feline, her voice firm and commanding.

"Yes, ma'am," replied Fox. He was a bit annoyed that she addressed him with his birth name; not even his instructors called him James. Fox didn't stress the point, knowing that correcting a superior officer on such matters was not wise.

"Your presence is requested," said the feline without pause.

"By whom ma'am?"

"That information is unimportant Midshipman. Now come, you're already late." With that, the LIO agent turned on her heels and started walking away. Fox looked at Fara, who appeared suddenly worried.

"Oh don't worry," said Fox, "this won't take too long."

"You don't know that Fox," replied Fara, her voice conveying her concern in a whisper quiet voice, "She's a LIO agent and you know what's said about them."

Fox knew. The Lylat Intelligence Office was well known. LIO was the congregation of the CDF, the government, and the public. The organization managed to inflict awe with its abilities combined with a constant, almost gnawing fear in the CDF. Their people were everywhere, their presence felt in every branch, command, and platoon. LIO was unmistakable, yet always bound in secrecy. It was these two characteristics that had elevated LIO to such stature, even among young Officer Cadets like Fox and Fara.

The feline agent stopped for a moment. "Midshipman McCloud, I did not request your cooperation, I _ordered_ it. Is that clear?" She didn't turn to see Fox but waited to hear the sound of his footsteps.

"Yes ma'am!" replied Fox. He looked at Fara again with an expression that spoke 'sorry, gotta go'. Fara managed a shaky smile of concern. She had known Fox since they were both kits and she had seen that expression so many times before. Fox turned to follow the Lieutenant.

He felt uncomfortable walking beside the Lieutenant, so he stayed a few steps behind her. The agent led him outside, where a black M113 HMRV, known unanimously to all CDF personnel as a Lynx, hovered next to the curb. Fox got in, followed by the Lieutenant. The drive was short, less then a terrameter over to Academy Command and Control HQ, the large building in the center of the academy grounds which, accordingly, served as a headquarters and high level retreat. VIPs, Admirals, Generals, and even heads of state used this building. Three rings of high fences topped with barbed wire surrounded the grounds. Even though he could not see the machine guns, security systems, and hidden marksmen, Fox knew that armed marines patrolled this building and getting in was impossible without the right credentials. In fact, he'd never seen the inside of 'The Castle'.

Once he and the Lieutenant had arrived, they exited the Lynx. There, both were made to show their identification to a pair of armed marines. This reminded Fox os the exchange he'd had with the two Petty Officers back at Malcolm Hall and he remembered how one had called him in on his radio. Could this LIO stunt have something to do with those Petty Officers? Then he remembered how Chief Ambrose had acted, how he had not turned Fox and Bill in. Could that have something to do with this too?

They entered the building and the feline escorted Fox to a lift, where the pair descended several levels. The Lieutenant was so quiet that Fox might as well have been alone in the lift. When the coach stopped, the feline led him into the compound. She punched a code into a holographic display and submitted a retinal scan before a door snapped open. Fox had not even seen the frame of the door; it just seemed to melt from the wall.

The Lieutenant motioned for him to go inside. "Wait here room until they call you in. It shouldn't be too long." With those parting words, she disappeared behind the 'invisible' door, leaving Fox to himself in the plush furnished room.

Fox sat on one of the thickly padded couches and tried to collect his thoughts. But, like the Lieutenant had promised, the wait was not long as a door opened on the far side of the room. A faceless male voice beckoned him by his birth name. He rose and entered the debriefing room. The door snapped shut and he heard the mechanical clicks and whirs as the locks engaged.

It took a few moments for his sharp vulpine eyes to adjust to the darkness. When they did, he studied his new surroundings. The debriefing room was larger then he had imagined. It extended back several meters. A crescent-shaped desk sat in the center where six shrouded figures sat. Three wore white Space Command Admiral's uniforms and the others wore green Terrestrial Command uniforms. In the far end of the room, Fox could barely see four more figures in black uniforms; more LIO spooks. He felt a cold pit in his stomach; a kind of anxiety that was new and alien to him

The officers were in some kind of discussion and it seemed rather heated. Although he could not see any of their faces, Fox could distinguish each one by their voices. They spoke in hushed tones, yet continued speaking as if they didn't know Fox was there.

"May I remind you Admiral, that this entire idea is hardly a wise one? How do we know he won't slip up?" said a male voice from one of the green uniformed CTC generals.

"It is standard CDF policy to deliver this information," replied an Admiral.

"Even at the undeniable and reckless security risk that comes with it?" snapped a female voice.

"Come now General. He wasn't a LIO agent and it wasn't a top secret mission."

"Yes, but what the mission found is certainly potentially dangerous intel and is already classified at delta level and it doesn't seem advisable to give it to someone who just passed his first year at the academy," retorted the first General.

"He wasn't even CDF personnel. That _is _why we hired him!" added the female voice.

Fox snapped to attention and the visible officers acknowledged his presence. "Midshipman McCloud, reporting as ordered sirs," he said. That felt awkward, he had been shuffled here, not ordered.

"Sit down son," replied one of the voices. That seemed odd to Fox. He had been debriefed before, especially after his first unexpected combat in Meteo Field. He was always told to stand at ease, not sit. His anxiety grew. What was this all about? He could imagine nothing that would require what seemed like a debriefing.

"Midshipman, this is a secure meeting and you should treat any and all information presented to you as top secret," said another voice, "You do know that sharing this information with anyone will lead to a court-martial?"

"Yes sir, I do," replied Fox stiffly. Top secret? His mind begged for answers, explanations.

One of the figures leaned forward, revealing him to be a hound dog. He was a Space Command Admiral. "Let us cut to the chase then", he said. He paused and clasped his hands together. The Admiral looked at the smooth surface of the desk and took a long, deep breath. He looked back up at Fox with sad, almost sympathetic eyes before he leaned back into his chair, his face disappearing into the shadows.

"Fox," said the Admiral. This caught Fox off guard; no superior officer had ever failed to call him by his birth name. The Admiral continued. "Your father, James McCloud senior, was shot down and captured while on a reconnaissance mission over the planet Venom. He and his comrade attempted escape but he was killed. The hare escaped however and brought us this information." The Admiral spoke with linguistic haste, as if the message of James' death was but a side note to something larger. More likely, the Admiral just wished to get the difficult task of telling Fox out of the way.

Words could not begin to describe what Fox felt right then in that dark room. The words 'James' and 'killed' echoed in his mind like a broken data crystal, its audio looping. His father wasn't just dead, someone had murdered him. The emotions of shock and horror gave way to new emotions, ones he had only felt at his mother's death. Anger of a caliber that was new to him and a thirst for revenge that suddenly consumed him both suddenly seemed to drown out everything else. He felt his eyes welt up with tears and he had to contort his face visibly to keep them from spilling down his furry cheeks. He was determined to control himself; the brass still had more to say. He had questions. His father was a mercenary, why was the CDF telling him of his father's fate?

"Now", said the female voice, one of the CTC generals, "as much sorrow as the CDF feels for your father's death, you must understand the nature of this intelligence. Your father and his two comrades were sent to investigate Venom. The death of James McCloud shows that there is an enemy presence on the planet."

"We are sorry to tell you of his death Midshipman," said one of the Admirals.

"Sirs?" asked Fox, fighting to keep his anger out of his voice, "May I ask why my father's death is classified intelligence?"

"Have you been listening Midshipman?" snapped a second male General.

"General Enders…" growled an Admiral, he turned to Fox, "Son, we cannot let word get out of your father's death. We don't want this enemy to know we know anything about his presence and his ability to strike. We want to keep the upper hand on him."

"Who is _him_ sir?" This question was a bold one for Fox. Such questions were usually not to be asked by cadets, especially about potential top secret material. He didn't care; he wanted answers. The Admiral's angry features could be barely seen in the dark; he had said too much and identified an individual.

The six looked at each other and talked amongst themselves. Fox also thought he saw the LIO agents talking. Finally, the Admiral looked to Fox. "I'm sorry son, that information is classified."

Fox huffed quietly to himself. His father was dead, killed while under the employment of the CDF and he couldn't even know who he had been fighting? His anger resurfaced, this time towards the debriefing board.

"What about Peppy?" inquired Fox, his military courtesy lost in his anger. He wanted to scowl at the officers, to discourage them from another blunt of 'that's classified'.

"Your father's comrade made it back to Corneria. He has been in a military hospital since his arrival, recovering from his injuries," replied the female voice.

"You will be permitted to visit him if you so desire."

"Sirs, if I may inquire something?" said Fox. The six groaned quietly. Obviously they had expected this to be a quick affair.

"I'm afraid not Midshipman," replied the voice of General Enders, "you are dismissed."

Fox rose from his seat and just stood there for a moment, fighting the urge to scowl at the six generals and admirals that sat before him. The whole affair had lasted only a few minutes. His father's death wasn't important to them. As far as Fox was concerned, these brass saw his father as a resource; expendable. They were more worried about covering their tails and keeping their secrets safe then telling Fox about why his father died. The words of the female CTC General rang in his head: "He wasn't even CDF personnel. That _is _why we hired him!"

Finally, he came to attention and waited for acknowledgement before he turned crisply and left the debriefing committee.

He left the waiting room, where the feline LIO Lieutenant was waiting for him. She whisked him back towards the elevator without a word. She showed him back to the Lynx, where she motioned him into the waiting vehicle. He refused, preferring to walk back to his barracks. There, he would ask for leave to go to Corneria City, get on his hover-cycle and go see Peppy. If the CDF wasn't going to give him answers, Peppy would.

He had time to think as he walked slowly back to the barracks. The snow was falling all around him. He watched one of the singular flakes tumble earthward and suddenly imagined his father's Arwing. He didn't want to believe it as the image of the burning, twisted blue and white fighter fell from the sky. He suddenly thought of his father. His hero since childhood, his support, his caretaker since his mother's death, his father… gone…dead.

He didn't want to believe it. He wanted to say his father couldn't be dead. He was James McCloud, the best pilot who ever lived in his eyes. He was too good, the enemy couldn't touch him.Since childhood Foxhad always thought his father was invincible.

And yet, for all that skill, all of the legend, all of the ability,he was dead.

Fox's knees gave wayas he passed beneatha tree. Heslumped forwardand pounded the ground with his hand. His cap fell from his head into the snow. Warm tears rolled down his face, coming faster and faster ashe struggled to contain his sobbing.The tears fell from his muzzle, melting some of the thick winter snow. He clasped his eyes tightly shut in an effort to stop the flow of anguish. But he only found this allowed his mind to think of his father's Arwing, burning and tumbling as it fell.

So he found himself in emotional toil between the physical and the mental as he continued to knell under the tree. His sobbing grew louder and he suddenly became painfully aware that he was alone.

This was startiling to him, for suddenly for the first time in his life, Fox felt completely alone. His father was gone and he was now condemned to feel the pain of his death without anyone to help him; no one to consol him, no shoulder beside him to cry upon.

The anger began to grow within him again. Someone was going to pay for this and Fox didn't care how he was going to do that. He would have his vengeance, one way or another. But first he would need answers, which the CDF had denied him. Fox resolved to go see Peppy in Corneria City.

Why had the CDF turned its back on him- denied him the answers that would bring him peace?

Fox rose from the ground, the tears still falling from his eyes but slowly beginning to subside. He found himself filled with a new resolve, to avenge his father. It was a moment of transition. As he rose from the ground he was, inpart,leaving his sorrow behind, but he was only replacing it with blood lust.


	5. Good Bye and Good Luck

**1330 Hours, 12/13/2434 **

**Laboda Military Hospital **

**Corneria City, Corneria, Lylat System **

Fox hated hospitals, he always had. He had never liked them ever since he had broken his leg when he was eight. All the nurses and doctors were strangers to him who, despite his pleading and how he'd fought them, hurt him when they moved his leg. He didn't know they were trying to help him and the experience had left him a bad impression towards all hospitals. After that, he was forced to stay a night here at Laboda and the young Fox had hated being separated from his mother.

Or, perhaps the reason he hated hospitals, Laboda in particular, so much was that his mother had died here in the lobby the day Andross had attempted his coup five years ago. The memory of carrying her weak and limp body through the streets of panicked citizens and dead bodies only to watch her die on the floor of the lobby still haunted him. Hospitals always seemed places of sadness and loss to Fox, just as much now as five years ago.

He was tired and detested the fact that there was no place for him to take a nap. After the rude interruption of the end year celebrations and the crippling news of his father's death, Fox had been unable to sleep the entire night.

Fox dared not return to his quarters that night. He didn't Bill or Fara to see how he looked in his despair, his fur drenched in his tears and his body shaking from cold and anger. He had only gone back to Clarke Hall after Bill had fallen asleep. He lay on his bed all night, staring out the window at the foot of his bed. He was drawn to the cloudy sky. The serene image of calm and the absolute quiet allowed him to think; think about his father as well as the CDF.

Despair gave way to desperate mental inquiry, only then to replaced with anger; anger towards his father's killer and the CDF as well as LIO. They had been the ones who had sent his father to his death.

In his training, Fox had been taught how to cope with the death of comrades. All cadets were told that death is a constant and irremovable part of war. They were taught that in war, lives are wasted or spent. When spent, Fox was told that although they had died, they had done so for the greater good of the entire Lylat System and all of its citizens. In doing so, friends and fellow soldiers died in a blaze of glory and were assured a place in the next life.

When lives were wasted however, it always meant the death of anywhere from one to tens of thousands of irreplaceable combatants in an act that decided or changed nothing.

As he gazed out the window that night, Fox could only surmise that his father's life had been wasted; expended by the CDF, as though he was nothing more then a resource to them. Though his training had also taught him that all combatants were in effect resources to the military, this hollow belief was suddenly lost on Fox. After all, James McCloud wasn't a resource to him- he was his father.

Daylight finally came and with it, Fox's requested leave took effect. He managed to leave before Bill had woken up. He had experienced mixed emotions as he had dressed.

The Midshipman looked at his uniform, spread out evenly and perfectly on his bed. This simple yet elegant attire, along with its rank and unit insignia, was the only thing that made him a pilot of the CDF. He had never seen the uniform like this before. For the first time in his short military career, Fox felt strange donning the perfectly pressed and cleaned garb. Here was the very symbol of those who had sent his father to his death.

An emotion came over Fox, one he had never felt or expected to feel in uniform, one that he had been trained to overcome; shame.

* * *

The drive from the Academy to Corneria City had taken Fox two hours on his hover-cycle and he had no difficulty finding the hospital. Still, before he had gone to Laboda, Fox took advantage of his leave and went from a brief ride through the city.

Corneria City, the ideal metropolis; the epitome of Lylatian civilization. This was a hallowed place to all Lylatians, no matter what planet they were born on, for this was the center of their empire, the cradle of their civilization. But it seemed a shadow of its former self; a hollow shell.

Fox had grown up in the city, back when his father was in the CDF and was assigned to the 341st Fighter Group, which protected the city's airspace. He had spent countless days of his youth exploring every street, alcove, and alley of the city. There were countless fond memories of summer days spent in the city's many parks, the annual city wide celebrations of holidays, and of just growing up.

It had been years since he'd seen these roads and buildings, the great concrete and steel monolithic sculptures of modern Lylatian civilization. Not much had changed in his absence however. That is to say, the reconstruction was still in full swing.

While most of the city had recovered from Andross's failed coup, the scars of that dark day were still there, like a phantom that refused to depart and take its haunting with it. The demon's voice seemed to be on the wind through the empty shells of the buildings in the outer city. It seemed to mock those who dared to return to the metropolis. Indeed many had died in the five years since the attack simply trying to start over. Roughly twenty percent of the inner city was still quarantined and being decontaminated from the chemical weapons.

Five years ago, Andross had made his grasp for power here at Corneria City. He attacked the city, hoping to overthrow the Republic with a massive, system-wide coup. Traitors and agents in the other planetary governments meant that if he succeeded, Andross would control every planet in the Lylat System.

The attack on Corneria City was the worst of the attacks on that first dark day. It had started with a trio of tactical nukes in the outer city rings, where Fox and his mother Vixey lived in their apartment not far from James' posting at the 341st Air Defense Squadron. The prevailing winds forced most of the fallout into the outer areas. Corneria City was no stranger to terrorism however and the response was quick. The survivors were evacuated into the inner areas of the city. It was a grisly ride through hell itself as the CDF trucks took the refugees into the relative safety of the inner city.

Worse was still in store for Corneria City that day however. As when the trucks reached the inner city, Andross launched a second strike. With the survivors clustered in the city's built-up areas, he launched his chemical and biological weapons on the refugee areas in the inner city. Untold numbers died in the space of barely five minutes. The primary agent was a nerve gas of a type never seen before. It was later determined that Andross had produced it himself.

Fox received only a minor dose, but Vixey wasn't so lucky. The orderly manner of the military evacuation vanished as marines and civilians fell to the nerve agent. Fox had tried desperately to get his mother to safety. He reached Laboda Hospital, only to have her expire as they arrived. The image of his mother, her body twisted in spasmodic convulsions before she breathed her last breath had become burned in his memory. Fox had started to cry before a Navy surgeon stuck him with a syringe of atropine and he passed out.

The weeks following the attack were chaotic, as Fox was relocated to neighboring Lurian City, home of the Cornerian Youth Military Academy, a sort of junior Naval Academy. James was still on active duty in the CDF and without Vixey to look after Fox, his father sent him to the CYMA for the remainder of his basic schooling and to keep a roof over his head while James was still on station. During the first few months, the arrangement had allowed James to form his team of stellar mercenaries, Starfox.

Starfox, the name James had chosen for his own team. Fox thought of the small team as fought to banish the painful memories of the Day of Sorrow. When his father had decided to leave the CDF to become a mercenary, it had come as a surprise to Fox. He had never thought any less of his father though.

He remembered how when his father came to see him at the Academy and told him tales of his adventures and past jobs. Even then Fox had seen that his father was a just and honest warrior. He only took a job if it meant he was doing good. The CDF was Starfox's biggest customer and James had become a popular icon in the fleet. He was the best there was, the great James McCloud.

And now, where had that legacy gotten him?

* * *

Fox was thinking this over in the reception room. As he thought more and more about the CDF, its policy towards mercenaries, and how they had doomed his father, he became more and more disgusted with the service. Why had they sent his father on a CDF recon mission? Why had they left him to die by not sending rescue?

These questions had been troubling him since last night and every time he thought deeper into the matter, the more disgusted he became of his uniform. This crisp blue ensemble of wool and insignia had once held so much meaning to him. Fox always felt powerful and confident in his dress uniform, like nothing could touch him. Now, with the very organization that had sent James off to die emblazoned all over him, the uniform lost all of its meaning and symbolic power.

As he held his forehead in his hand, lost in thought, he saw a young fox kit with his mother walk into the reception area from the corner of his eye. He saw the little tyke's face light up and he stole his hand away from his mother's grasp and saluted Fox with it.

Fox raised his head and looked at the young kit, standing in a loose salute. He managed a weak smile as he rose from his seat and returned the salute. He was used to this. It was common for young children of all species to hero-worship even the lowest Crewman or Cadet. The child may very well have been Fox six or seven years ago, as he himself had done the same thing.

But, in light of all that had happened recently, even this simple, playful gesture seemed hollow. He stood there for a few awkward moments, searching for something to say, something friendly or cheerful to the bright-eyed youngster. But nothing came before the kit's mother came to collect him. Fox sighed quietly with relief. He had never been good with children and, in any case, he was hardly in a cheerful mood.

He was about to take his seat again before the receptionist summoned him and told Fox that Peppy was awake and ready to receive him. Fox collected his hat and overcoat and proceeded down the hall to see his old friend.

After a brief elevator ride to the top floor, Fox had no difficulty finding Peppy's room. He was a bit surprised to find that Peppy was being kept up on the top floor, where high level personnel were kept. Of equal surprise to Fox was the closed door he found blocking his way. He noticed the small intercom panel next to the door and activated it.

A quiet beep went off and then Fox heard Peppy's voice, quiet and weak from his waking moments, reply.

"Yeah?" said the hare with a flustered, annoyed voice, "What do you want now?"

Fox paused a moment and spoke calmly, "Peppy, it's me, Fox."

"Oh! Fox! I'm sorry, please come in!" replied Peppy, his voice now awake and cheerful.

Fox scrutinized the door and tried to activate it. "Oh, Fox. Just use your CDF ID. All the brass that've been coming to see me have been using theirs."

Fox nodded and showed his ID card to a small optical port and the door hissed and retracted into the wall in response. He put his card back into his breast pocket and entered the hospital room.

Peppy sat up with his back against the wall in the small hospital bed. He rubbed his eyes as if he'd just woken up and bellowed a deep waking yawn. There was a single window and holographic projector screened buzzed with the latest news vids.

"They sure didn't bother setting up in here," said Fox, commenting on the spartan furnishing of the room. He stopped and stood to Peppy's left.

Peppy shrugged. "Its better then most of the field hospitals I've been through." The hare scanned Fox from head to toe, examining his uniform. He noted the new insignia, that of a second year Midshipman.

"Passed your exam I see," he said. Fox glanced at the insignia. Peppy nodded, "Ya look good Fox."

"Well, you're not looking too bad yo…"

"Aw come on," interrupted Peppy, almost joking, "Go ahead and say it, I look like shit."

Fox looked at Peppy and examined what wounds he could see. The hare's face had a massive bruise on his right cheek. The fur and skin on the tops of his ears was singed, likely the result of a firefight. Fox dreaded to think what other injuries Peppy might have sustained.

"Peppy, I need to …" Peppy's right hand rose suddenly and Fox instantly stopped talking. The hard stirred and swung his legs out of his bed. He turned to face the wall and painfully limped towards it, nearly collapsing several times. Fox rushed to his side.

"Peppy!" he said, his voice betraying his concern and confusion. Peppy drew his hand across his throat and glared at Fox. He continued towards the wall.

The hare scrutinized a small framed landscape painting and removed it from its mount on the wall. He turned the picture over and produced a small mirror which had been stuck onto the picture by a wad of chewing gum. Peppy handed Fox the painting and motioned for him to put it back on the wall. Fox did so.

While Fox did that, Peppy walked towards the window. Once there, he looked back at the opposite wall and scrutinized the picture once again. Peppy then proceeded to stick the mirror to the window. Fox watched Peppy with a mixture of worry and curiosity. Then, Fox realized what his old friend was up to.

The room was bugged. Someone had stuck a laser microphone in the room to eavesdrop on Peppy. These complicated listening devices worked by pointing an invisible laser beam at an object, in this case, the window. The beam would then pick up the vibrations the vocal patterns of anyone in the room as they bounced off the reflection object, converting them into data where they could be fed through a computer and the conversation could be monitored. The mirror Peppy placed on the window was of an older 'wavy' glass, which the laser would hit instead of the window. Since the mirror was an irregular surface, the laser would not be able to detect the vibrations, rendering the device useless.

Peppy sluggishly returned to his bed and sat on the left edge. He took a few deep breaths as he banished the pain of his injuries. He glanced up at Fox. "LIO bugs," he said matter-of-factly. Fox had figured that out. Laser microphones were notoriously difficult to use and only a LIO agent would have the know-how to use one.

Peppy took a few more deep breathes before acknowledging Fox again.

"Now Fox, you must understand that the circumstances surrounding your father's death are considered ultra level intelligence by the CDF and LIO. If they know you know, there's no telling what they'll do to you," his vision gazed off as Peppy briefly recounted the incidents Starfox had had with LIO and classified intelligence in his mind, "Military secrets are dangerous things Fox. You must be ready to accept that this stuff can get you killed."

"I know Peppy," relied Fox, "but I have to know what happened to my dad."

Peppy sighed. "Okay Fox. But, it's not gonna be easy; for you or me."

And so Peppy told Fox everything. The mission to Venom, the energy readings, the strange equipment malfunctions, Andross's army, and Pigma's betrayal.

Fox listened and with each new detail he learned, he found levels of anger he had never before felt in his entire life. But it was his father's actual death, how he'd sacrificed himself to save Peppy, which brought both Peppy and Fox to tears. But, for Fox, some questions still remained.

"Why Peppy?" he demanded, his hand clenched in a fist, "That's what I don't get. Why did they send _you guys_?"

"I don't know Fox…" replied Peppy. The question had been gnawing at his mind all this time as well.

"The CDF is the most powerful military force in Lylat's history. And LIO has more resources then I want to imagine. And yet, they send mercenaries? That doesn't make any sense to me.

"And why didn't they send a rescue party? How long were you guys missing, two days?"

Peppy nodded.

"You were missing two days from a mission that should have taken a few hours?" begged Fox, his voice growing louder and more constricted with anger and disgust. He paused and took a deep breath. "Did they even know you were missing?"

Peppy looked at Fox after a few moments. He let his friend calm down before he spoke. "I think the truth is much more simple then that Fox. Do you remember what the Academy taught you about mercenaries?"

Fox knew, all too well. Ever since he'd been sent to the CYMA and the Academy, the military had taught him that mercenaries were viscous and vile cutthroats who were no different from pirates in their cold, greedy manner.

Bodies for hire, whores of war, mercs, whatever the CDF called them, they were all the same; cold as pirates, ruthless as bounty hunters, and calculating as assassins.

Fox had also been taught that mercenaries were not soldiers under military law and that, when captured would be treated as criminals and face execution. One was not supposed to fight for money; to do so was simply despicable, to profit from the suffering of others.

Nevertheless, almost everyone knew how useful mercenaries were to the CDF. While they were not taught this, Fox and virtually every other cadet knew of the rumors of how the CDF hired mercenaries for 'special' assignments. In every mission they served, they were contracted and then simply used like any other piece of military equipment. The thinking went, if it costs money and can be replaced; anything is disposable, even a life; or at least a hired one.

Fox was suddenly struck by a horrifying realization. Had James McCloud, his father, suffered a similar prejudice; had it cost him his life?

"Well, I think there's your answer," said Peppy. Fox looked at Peppy in bitter confusion. Peppy sighed coarsely in frustration. He hadn't wanted to explain this to Fox.

"There's a reason we-" he stopped, "-why James and I are called 'paramilitary'. We're nothing but civilians with guns, skills, and empty wallets. We do what they tell us to do because they pay us. They pay us so we do the jobs they don't necessarily want to do themselves."

"So, what you're saying is…" pondered Fox, "the CDF didn't want to go Venom. But why?"

"I think I know why," replied Peppy. "We were told we were investigating energy readings and that's about it. We were never told there might be hostile forces in the area, or Andross himself for that matter."

"But, how could the CDF or even LIO miss that? From what you told me, they had a whole damn arsenal down there."

Peppy exhaled a sharp breath of frustration and shook his head. "LIO _didn't _miss it Fox, they knew Andross was there. I'll bet they didn't want to deal with Andross themselves. That's why they sent us. We're…." the hare paused, struggling for the right word.

"Expendable," said Fox plainly.

Peppy opened his mouth like he was going to say something, but he remained silent and starred ahead at the wall. He nodded shallowly, as if he didn't Fox to see that he agreed.

"They sent my father to do _their_ dirty work because_ they_ didn't have the balls to send their own guys there? Is that what you're saying?"

"No…" replied Peppy, lying, and instantly regretted it. The hare, for reasons unknown even to himself, felt a need to protect Fox from the ugly truth. Peppy had been a father once, before Andross killed his wife and ten year old son. He had known Fox since he was a kit and he was almost like another son to Peppy. A part of his paternal instinct still existed, if only for Fox.

But Fox was sixteen and more then able to think for himself. He wasn't a kit anymore and Peppy had to realize that.

"Yes", he continued, though almost regrettably, "They sent us in because they didn't want Andross to know LIO has their eye on him. If we had been a CDF recon ship that had been shot down, I would be dead too."

"That's just an excuse," growled Fox, "and a bad one at that. You mentioned some CDF brass came to see you." Fox looked around the room and felt that strange anxiety in the pit of his stomach he had experienced last night at his debriefing. He felt strangely uneasy and he remembered LIO's listeners in the walls.

"LIO's been here too, haven't they? They set up that bug too didn't they?", said Fox.

"Of course Fox", nodded Peppy, "their damned spooks came by yesterday, as soon as they put me in here."

"When they came, did they debrief you at all?"

Peppy snorted. "If you wanna call it that, yes. They pretty much came in here, made James death official, told the mission was top secret, and they handed over the fee."

"They told you that bullshit about sending LIO ships didn't they?"

Peppy looked at the floor, as if ashamed, and nodded solemnly.

Fox creased his brow for a moment. "Did they tell you about Pigma at all?"

"Yes, they did. Why?"

"What did they say?"

"Well, one of the spooks explained how he was a double agent apparently and that he was working for Andross," Peppy snorted angrily, "As if I needed them to tell me that."

"But…how could they know that Pigma betrayed you? Did you or my father send any kind of distress call before you were shot down?"

"No, we didn't," replied Peppy his jaw slacked and expression one of stupor. He was stunned. He had never realized that LIO had known about Pigma's betrayal. "How the hell did they know about that?" he muttered to himself.

"I don't know Pep, but what that tells me is that LIO and, by extension, the CDF knew you guys were down."

Peppy's stunned expression melted away in anger. "Pigma isn't the only traitor here Fox."

"I'm still curious why LIO is so paranoid about letting this get out. When they debriefed me last night, they didn't even want to tell my father was dead and they sure as hell weren't willing to tell me why."

Peppy motioned Fox closer, as if the bugs were still active. "Andross is a major threat again Fox," he said, "His forces are much stronger then five years ago. I don't know how, but he's gained a lot of power suddenly. I think the CDF and LIO want to deal with this as covertly as possible. LIO always has a stick up its ass anyway."

"Why so secretive though? Wouldn't it just be easier to attack with everything we've got now before he gets stronger?"

"If Lylat's citizens knew Andross is back, he might realize he's out of time and attack with everything _he's _got before we're ready."

Fox shot Peppy an expression of disgust. "That's just more official bullshit and you know it Pep." Peppy shook his head.

"You weren't there Fox. Andross is a very serious threat. He doesn't want a coup anymore, oh no. That's not enough for him. He wants conquest."

Fox acknowledged Peppy's insight with a nod. "But what about those energy readings you mentioned?" added Fox, "Isn't that what the CDF sent you to Venom for in the first place?"

"Yes, that was our original mission, to investigate anomalous energy surges. We didn't get anything before we were shot down, the computers just couldn't ID it. Hmm… maybe that's what got LIO so uppity. It could be a new weapon Andross has developed."

"Whatever it is, I'll bet that whatever is causing that weird energy is what all the secrecy's about," added Fox, "Andross has something and the CDF knows it. They just don't want us to see it or know about it.

He thought for a few moments. "That also explains why they sent Starfox. They think you can keep mercenaries quiet, as long as you pay them," he said, his voice declining. He sighed bitterly, "Bastards."

Peppy silently agreed and an awkward silence descended upon the room as both tried to fully grasp what the other had said. Fox had to take in exactly how his father had died, how Pigma had betrayed him to Andross. Peppy meanwhile struggled to fathom Fox's accusations and his burning, accusing questions, which now haunted Peppy.

After what seemed an eternity, Fox spoke with another question. New concerns had crossed the vulpine's mind.

"What now Peppy?" he asked, looking out the single window.

"Hmm?"

"Well, you're going to leave the hospital sooner or later, what's going to happen to you then?"

Peppy shrugged. This was something else he'd never thought of. "I don't know Fox. I don't have much cash on me, so I guess I'll have to find another job."

"But you and my dad made tons of money Peppy. Surely you'll be able to just settle down with the money from all the years Starfox was around," replied Fox.

Peppy shook his head. "Starfox was never rich Fox; mercenaries rarely keep their earnings for long. We spent most of our acquisitions fixing up the Arwings. Not to mention food and housing."

"What about your latest payment from LIO? You can't have spent it already."

The hare turned to face a nightstand on the right side of the bed and opened its single drawer. He pulled a small 'reader', a holographic multi function data pad, and turned it on. The screen lit up, displaying an amount of Lylatian Credits. He extended it towards Fox.

"This is the account, with the fee already deposited. I want you to have it Fox," said Peppy, "It'll help with some of the expenses at the Academy."

Fox shook his head. "Peppy I can't accept this. It's not my money; I didn't earn it. I don't need it anyway."

"Fox, your father would want you to have it. You still have an opportunity to be something great. I'm old; the money won't do me any good."

Still, Fox refused the reader, shaking his head and motioning it away with his hand.

"Peppy you're the one who needs cash right now. With Starfox out of commission for now, you'll need everything you can get before you find some new members and…

"Starfox is gone Fox. I'm the only member left and I can't do mercenary work on my own," retorted Peppy, "Your father's dead, Pigma betrayed us, and all of our Arwings were destroyed. There's nothing left of Starfox."

Fox considered this. He took a seat next to Peppy on the bed. He sat there, lost in thought for a few moments. Peppy was indeed right, he mused, Starfox was no more. The bold group of three had been brought down by a traitor. For his father, it had meant his death and for Peppy his way of life was gone.

He couldn't let that happen, not to his old friend.

"Arwings?" asked Fox. He'd heard his father briefly discuss the high performance starfighters. But Fox knew little concerning the finer points of the ship.

Peppy nodded. "Yep, Arwings: Arspace Dynamics XTF-171s, D-series. Your father assured the success of Starfox the day he bought them. Beautiful ships made just for combat." Peppy trailed off as he reminisced flying the sleek craft. Fox could tell Peppy had a great affection for the fighter.

"Hard to get?"

"Oh yes. James only got them through a private contract, thanks to Michael Phoenix. You might know him, he's Fara's father."

Fox nodded. "So, you probably couldn't buy more of them right? Now that my father's gone?"

"No, no. Buying the ships wouldn't be the problem. I'm sure Phoenix would help us out. It's just the money, not to mention the lack of pilots."

Fox sank into thought again. A need to help Peppy, a chance to fly an advanced fighter; plus, Fox just might get a chance to go after Andross and avenge his father's death. An idea was beginning to form in his head.

Fox rose from the bed.

"Where do I sign up Peppy?" he said.

Peppy snorted. "What?" his face one of befuddlement.

"How do I join Starfox?" asked Fox again, "I want to rebuild the team."

Peppy looked at Fox, no longer confused. He pondered Fox's question and then gave the vulpine a surprised look when he realized where he was getting at.

"Fox… you can't join. You don't _want _to join…"

"Why not?" challenged Fox confidently.

"You're still just a kit Fox! Even you can't deny that."

"What? The hell I can't! Why should my age have anything to do with it? It's still my decision," replied Fox.

"You're sixteen; you're far too young to be a mercenary."

"Too young?" he snapped back, almost insulted, "Too young to do what?"

"Try flying an Arwing under the worst atmospheric conditions, only meters off the ground _while_ under fire. Or perhaps infiltrating a high security facility armed with nothing more then a blaster and your wit. How about fighting in space where the odds are against you and there's no hope of reinforcement. That's the work Starfox did and _that_ is what you're too young to do!"

"Ah hell Peppy, the CDF doesn't seem to think I'm too young for that stuff. They _did _let me into the Academy didn't they? I've seen combat, simulated and real. The only one who seems to think I'm 'too young' is you," replied Fox.

"Don't you forget Fox; you're only a second year cadet. The CDF doesn't think you're old enough for combat. And do I need to remind you that you still have a duty to perform with the CDF?"

"I haven't graduated yet, which means I'm not active duty, which means I can leave whenever the hell I feel like it."

"Fox, don't leave the Academy. Like I said, you still have a chance to be something great in the Navy. Why don't you stay with the CDF, graduate, and become a pilot? You'll be able to have a family, a nice house, and have a quiet life when you retire," Peppy's voice grew more pronounced and darker, "If you become a mercenary, you'll be giving all of that up. You'll always be on the move. You'll be living from job to job. You will always have enemies who will do everything in their power to destroy you. And sooner or later, all of that will catch up to you. It's the kind of work that will kill you Fox."

The vulpine considered Peppy's words. He thought of the Academy, his commitment to the CDF, and Fara. She stuck out in his mind particularly. Peppy was right; if Fox did join, he might never see Fara again.

With painful anguish and almost reluctant realization, Fox knew what he had to. His personal wants were secondary to what he now needed to do.

"I'm willing to do just that Peppy," said Fox, his solid and confidant voice barely masking his true feelings.

"Fox…" Peppy's voice, which had confidently protested every point of Fox's case, slowly trailed off as he searched for a response. He could find none. All of Fox's points were adding up. Even worse to the old hare, the young cadet was starting to make some sense.

"Like or not Peppy, I'm joining Starfox and you can't stop me."

"Well then why in the hell have we been having this argument?" Peppy demanded, extremely frustrated by this time.

"I still need your approval. Like you said, you're the last member of Starfox and that makes you the leader of the team."

"But I still don't see why you want to join Fox."

"I imagined you would know why better then anyone Pep," replied Fox, gazing out the window again.

"Fox," said Peppy. He spoke cautiously, choosing his words carefully, "please don't tell me this is about avenging your father."

Fox looked at Peppy again. "It's not just my father Peppy," he said with a certain sadness in his voice, "The CDF is just as responsible for his death as Andross," he looked at his uniform, at the golden insignia of the Cornerian Space Command and the glittering stripes of his rank. "I don't think I can fight in this uniform."

Peppy tried to say something, but Fox quickly continued.

"This uniform represents the organization that sent my father off to a mission where they knew what he would face, but for some horrible reason didn't give him the full story. When he crashed, they didn't come for him. When he died, they hesitated to tell even me, his own son.

"Peppy, you look me in the eye and tell me that _you_ would keep fighting for the CDF in my situation."

The hare did look at Fox. His eyes scanned the vulpine's saddened, yet stoic and serious expression. He thought about what Fox had said and Peppy could tell he had meant every word of it.

He sighed quietly and returned Fox's challenge with a grim expression of understanding. He nodded.

"You're just like your dad," said Peppy, "too damn stubborn. But your father also knew how to make a point and he knew how to think things over, just if you gave him time." He nodded and looked back towards Fox.

He extended and offered his hand and Fox took it.

"Fox McCloud, I hereby extend my invitation, as representative of the Starfox team, to join."

"I accept," replied Fox. It struck Fox how the simple reply held so much meaning. The words rolled off his tongue; it felt good to say them

Peppy's face became even more stern. "Now Fox," he said, "I'll only ask you this one more time and then I'll shut my yap for good. Are you sure you want to do this?"

Fox managed a thin smile. "Aw," he dismissed, "who wants to be a career fighter jock anyway? All the money's in the private sector."

* * *

The din coming from Fox's room was so loud that Fara could even hear it through the thick steel door as she walked down the hallway. The sound told her that Fox was in there, he had to be. The vixen sighed with relief.

Ever since the LIO agent had taken Fox right in the middle of last night's celebrations, Fara had been gravely concerned for Fox. She had heard the stories of LIO's antics; how some of their unwilling interviewees were swooped away and never seen again. She had heard how battle-hardened marines, pilots, and commanders came out of LIO debriefings more terrified then they had been in combat. The thoughts of what they had done with Fox had robbed her of sleep most of last night.

She approached the door timidly. Yes, she was anxious to see Fox. But she was also… hesitant. Would he still be the Fox she had known since childhood? The same Fox she loved?

Fara tried to bury these fears and suspicions as deep into her mind as they would go and in their stead she placed more optimistic thoughts. Fox was okay, he had to be; he always came out okay.

She pressed one of the buttons on the door's digital controls and she could faintly hear the double-note tone echo through the room's speakers. The ruckus inside continued as she heard Fox's voice reply.

"Who is it?"

"It's me Fox," she said, "Fara." The noise in the room stopped and seconds later the door slid open. Fox stood there in a white tee-shirt and his dress uniform pants.

Fara looked him over, seeing if she could see anything different. Physically, the vixen could see nothing. That was, of course, until she saw Fox's eyes. His big green eyes, always full of warmth seemed sapped of their youthful energy. Where there was once happiness and joy, there seemed nothing but a deep pit of…she imagined-darker feelings. What were these emotions; sadness, depression, anger? It was difficult for Fara to tell.

"Hi Fara," said Fox after a deep breath.

"Hi Fox," Fara smiled as best she could after seeing him. He bent down slightly and kissed her on the cheek. Fox's actions thus far worried Fara. Instantly she knew something was wrong.

Before she could inquire into the matter, Fox motioned her inside and she followed. Although she had been here several times before, Fara studied the room as if she had never stepped through the door, looking for anything else. Fox went over to Bill's side of the room and Fara went off to look at Fox's side. She immediately noticed that Fox's closet was open and empty. His mini digital image projector, which usually sat on his desk, was also gone. And there, on the bed, sat an open suitcase, already packed to capacity with clothes and other objects. Fara did not like the looks of this.

Fox appeared behind her and she turned to face him. Fox took one look at her and his hollow expression became one of almost shame, like a child about to be disciplined. Fara's face displayed her own emotions of confusion and anger, anger at finding Fox out.

"Packing hmm?" said Fara as she took a few steps towards Fox, keeping his eyes in hers, "Where are you going?"

Fox took a deep breath and his saddened, empty face returned. "Something's happened Fara. My father's been killed."

"Oh Fox," replied Fara, suddenly showing compassion, "I'm sorry." She walked forward and embraced him. She released herself a few minutes later and looked at Fox.

"Why are you packing? Is the funeral in the city?" she asked as Fox went to stuffing a pile of shirts into the suitcase.

It took Fox a few moments to think of an answer that would hide his quiet rage. "There is no funeral," he said.

Fara walked to Fox's side. She tried to figure out why Fox was packing on her own, but finally gave up and asked Fox.

"I… I don't understand Foxey."

"It's complicated Fara," replied Fox without so much as a glance Fara's way.

Fara didn't take kindly to that. Not only was Fox being vague, he was being rude.

"Well then," she said with a more serious tone, "can you tell me _why_ it's so complicated?"

"I'm sorry Fara, but I…"

Before Fox could answer Fara placed herself in front of the suitcase, forcing Fox to pay attention to her. "Now you listen to me Fox. This isn't like you. Now, your packing for wherever the hell you're going can wait long enough to talk to me. Tell me what's going on! This isn't fair to me!" she snapped at Fox, the words tumbling out of her mouth. Fox could faintly see small tears in the corners of Fara's chestnut eyes.

Fox sat down on the edge of his bed and patted a spot next to him. Fara sat there.

"Fara, I'm leaving the CDF," he replied.

"But…why Fox?" said Fara, her expression demanding an explanation, "You passed your exam!"

"I know Fara…" Fox trailed off, trying to find the words to explain what had happened yesterday. How a simple visit to see his old friend Peppy in the hospital had given him a new avenue and changed his life. Fara listened intently and tried to understand Fox's motives.

"Fox, does…this have anything to do with your father?" she asked timidly; partly because of the nature of the question and partly because she feared the answer.

Fox looked at her with those hollow green eyes again. "Yes." Fara replied with her confused expression, begging for an answer.

"I'm joining Starfox," came Fox's answer, "I've done a lot of thinking about it and I've made my decision."

"You mean…you're leaving the CDF to be a…a…_ mercenary_?" snapped Fara, saying her last word with a mix of shock and disgust.

"I told you," said Fox, "it's complicated."

Fara rose and looked angrily at Fox. She gave him a hard backhand slap across his muzzle in a fit of anguish. Tears burst from her eyes.

"Fara…" said Fox desperately, "You have to understand something," he drew closer to her. She backed away; her eyes alight with fury and flooded with tears. Fox wanted to whisper what he had to say- after his visit to see Peppy, he had no idea if even his own quarters was not bugged by LIO.

_To hell with it_, he thought, _she needs to know why_.

"Fara," he continued, "The CDF is why my father is dead. He was shot down on Venom by enemy forces he didn't even know were there. I know for a fact that the CDF and those damn LIO spooks knew what was down there and they sent him on the mission anyway. And when he was shot down, did the CDF come to pick him up? Did they send help? No!

"I just can't fight for an organization that sent my father to his death; it goes against everything I know. I know damn well it was the enemy that killed him, but perhaps if the CDF had told my father they were there, he would still be alive and I wouldn't have to do this! Do you understand Fara?"

Fara looked completely indifferent. She turned to look at him.

"I can see where you're coming from Fox," she said, her words calm and soothing almost, "But…you can't leave! You can't leave the CDF!"

"To hell with them. When I joined the academy, I thought I was joining an organization I could trust. I've been told to trust them my whole life Fara. But after this…"

"But they need you!" replied Fara. She desperately searched her mind for a good reason, "You're the best pilot they've ever seen!"

He looked at her with a stern expression. "That's why I need to go."

Fara looked about to burst into tears again. She gazed at Fox sadly. She wasn't going to lose him-not like this.

"But…but…" she fumbled for the right words as Fox turned to close his suitcase. The words came out in a torrent, full of emotion.

"What about me Fox?" she paused for a moment as Fox faced her, "What about _us_?"

Fox had known Fara would ask that question. And yet, he had held onto the faint hope that the vixen wouldn't present him with this burning inquiry. He closed his eyes and took a deep breath. He approached her and placed his hands on her shoulders.

"Don't worry Fara," he replied, "This won't stop us."

"But you'll be gone all the time," she said, sobbing, "I'll never get to see you."

"We'll find a way Fara. We've had obstacles put in our way before, but we always found a way, didn't we?"

"But Fox…"

"No! No 'buts'! This isn't the end Fara! I promise."

"Do you Fox? Do you really?" she replied, almost bitterly.

Fox gazed deeply into Fara's eyes. He walked forward and his lips met hers. They embraced each other tightly. He looked into her eyes again. "I promise Fara."

Fara still wasn't satisfied, but she put on the appearance that she was. Though she didn't like the idea of Fox leaving, Fara understood why he had to go and she didn't wish to torment him any longer.

She nodded shallowly. "Okay Fox," she whispered between sobs.

Fox grabbed his suitcase and headed for the door. Fara followed. The two vulpines looked at each other for what seemed an eternity before they embraced tightly and kissed in farewell.

Still embracing each other, Fara looked into Fox's eyes.

"Good bye Fox McCloud," she whispered and they kissed one final time. Fox looked over his shoulder the whole way down the hall at Fara before he had to board the elevator. Fara had wanted to follow him and see him off, but what had already happened was hard enough.

"Good bye Fox," she whispered again as the elevator door closed and obscured Fox's face, "and good luck."


	6. The Forgotten Engineer

**0430 Hours, 12/25/2434**

**Careris Aerospace Design Bureau **

**Corneria City, Corneria **

Eugene "Slippy" Toad shivered violently from the bitter winter cold. As an Amphoid and among one of Lylat few sentient species without a warm coat of fur, the cold weather was particularly harsh on his body. Even the ten or so meters distance from the elevated Maglev train stop to the warm passenger receiving area seemed like a trek across the ice fields of Fichina.

He carefully descended a flight of stairs to the ground floor. A perfectionist, Slippy was not happy to see the steps still coated with fresh ice. Why hadn't someone scattered a melting agent on the ice? Some poor idiot could break his spine going down these stairs.

But then Slippy remembered – there was virtually no one else here this early.

Slippy exited the receiving area as the maglev silently coasted away. He looked at the sky. It was early morning and Lylat's sun, Solar, had not even risen yet. The horizon off to the east was indigo and the color faintly silhouetted some of the taller buildings of downtown Corneria City. A few stars still shone brightly in the remaining darkness above Slippy, but he ignored them. He had seen the same picture every day for too long.

This was the headquarters of the Careris Aerospace Corporation's design bureau – known to those who worked here as "the think tank". Though built to be aesthetic sweeping and bold, the compounds high stone walls, matte black steel buildings, and imposing battlement-like towers made it look more like some kind of medieval castle to Slippy.

He walked down a wide cement path lined by a shallow garden on either side. The flowers were dead however, wilted and brown in the biting cold. The walk would take him into the main reception area. But first, he prepared to submit himself to the first of many daily annoyances in the form of a battery of strict security procedures.

Though he had gone through the routine daily, Slippy found the entire process to be lengthy and irritating. The entire security system was automated and rarely monitored by an actual security officer. If one got stuck or held up by the system, meant that one often took twice as much time to go through the system as quoted. To make matters worse, at this entrance most of the screening process was outdoors in an unsheltered area.

Slippy could have very well skipped the process. He had studied it in his first days working here and by now he knew it inside and out. He knew how easily he could bypass the security checks. Or how much havoc he could reek on the system with nothing more then a palm-top "Reader" computer. But that kind of boldness was not like Slippy. Better to submit then conquer was his philosophy, at least as far as work was considered.

He could still remember a different time, barely more then a year ago, when he hadn't thought like that. Back when he thought was going straight to the top. To think that he'd arrived here not much more then a year ago, fresh from university with ideas and dreams of being a great engineer, of designing the next great revolution in Lylatian space travel technology.

As the security systems began to do their work, Slippy thought back. Back to his successes, his failures, and back to the time when he was sure it had all gone wrong…

A native of Corneria City and born to the genius engineer Beltino Toad, Slippy had almost naturally aspired to be an engineer. He was a child prodigy, a master of all things mechanical. He had many fond memories of his childhood in the suburbs outside Corneria City, disassembling his toys and household gadgets before rebuilding them as easily as a jigsaw puzzle.

Slippy had found two passions; aerospace engineering- one of his father's areas of expertise- and robotics. He fondly remembered how he and Fox McCloud, a childhood friend, had spent hours in the dungeon-like basement of his home cobbling together tiny flying machines. The two found a strong friendship in each other.

All that had changed after Andross's attempted coup. Fox's mother was killed and Fox was promptly spirited away to a CDF military school. Slippy had barely seen his friend since then.

Slippy himself had gone to Corneria City University at the age of fourteen and had graduated only two years later. There Slippy had demonstrated his extraordinary grasp of aerospace engineering. He had laid the groundwork for a number of designs, including an advanced civilian craft he called the CUC-144, which was now being built by Space Dynamics. Despite its expense, the ship was popular with Cornerian businessmen and military officials.

His father had tried to get him an internship at Space Dynamics where he himself worked. But as it turned out, Careris Aerospace had offered him a fat tuition check first. Slippy had accepted, but not for the money. He took up the offer because he thought the company really wanted his skills. He had started working at the company even as he worked towards his diplomas in aerospace, mechanical, and robotic engineering. The future looked very bright for him; a long and glorious career at one of Lylat's finest aerospace companies designing starships.

What he discovered however was that despite his obvious genius, no one took him seriously simply because of his age. Slippy often wondered however if any of it had to do with anti-amphoid sentiment, a rampant social problem in Lylat; Corneria in particular.

Eventually, he was given his first assignment; a CDF contract known as Project: Whirlwind. This was a conversion of Careris's unsuccessful freighter design – the _Pegasus _– into an escort carrier. Whirlwind's goal was to create an effective, yet lower priced alternative to the larger fleet carriers already in service.

Slippy went into the project very excited. He was put to work designing the ship's computer interface. Suddenly he was reassigned to the reactor systems. And then the hangar bay's launch systems… It didn't take long after this shuffling about for Slippy to figure out that the project was understaffed. He eventually concluded that the whole project was a company backwater.

But Slippy had grown up being taught to always push ahead' to never give up. He and his small team did persevere. They submitted their final designs ahead of schedule and the big orbiting yards began to build the first ship.

But then, after more then a year of work, the CDF cut the project. Slippy was hurt, but not surprised. The real insult came when the company simply stuffed him in an out of the way office. Once again anti-amphoid feelings seemed to have taken effect. While the canines, felines, lizards, and lupines – some of which had been Slippy's teammembers on Project: Whirlwind – got promoted and got to work on the great military and civilian contracts, Slippy might as well of been exiled from the elite engineer's community.

True, he had never expected to start on top. But he certainly hadn't expected being placed near the bottom either. He became a lowly engineer, used only on projects with little budget, scheduling problems and low priority within the company.

Life had become a sad routine of living from one day to the next since then. In a matter of months, Slippy's hopes and dreams for the future had been taken from him. Suddenly there was no prospect, no chance for advancement. Everything Slippy had dreamed to aspire now seemed beyond his reach…

Slippy was already well on his way to starting one more day at Careris Aerospace. As one of Lylat's top defense contractors, the company possessed a top-of-the-line security system. This was only the first step in another monotonous day and it was one that Slippy greatly disliked. Although he had gone through the system several times, Slippy found it lengthy and frustrating. Completely automated and rarely monitored by anything breathing, the system could hold an individual up for hours. Most of the process took place outdoors; a cruel task to endure in the biting winter cold.

The first step, a set of metal- and explosive- scanners, was over in moments. Slippy entered an area constantly scrutinized by a barrage of cameras. A computer would record his dimensions and image and then match it with the data on record. All the while Slippy couldn't help but think how easy it would be to bypass these checkpoints.

There was, however, one obstacle Slippy knew he couldn't easily cheat through, the security android called AND-I. Someone had seen this name stenciled on the robot's chest and mistakenly called him Andy. The name stuck. Although Slippy knew he could wreak utter havoc with Careris's security measures, Andy was a different story. Slippy should know. After all, he had designed and built Andy and he'd made him as hacker-proof as possible.

"Good morning Eugene," said Andy in an uncharacteristically natural voice, rather then the harsh machine-like monotone of most androids. Slippy had personally seen to it that Andy would not seem like just another android.

"Hello Andy," replied Slippy with a sleep-starved voice, "How are you today?"

"As well as an android can be in this weather," replied the android, "How are things with the latest project; Project 219?"

"You know I can't say anything," Slippy told the mechanical figure. The amphoid spoke the truth; he knew nothing of Project 219. In fact, he hadn't even known of it before now.

"Well you know me, always wanting to stay on top of things. But you know better then anyone how I can get into the network. I'll know sooner or later," said the android, trying to lull Slippy into a false sense of security.

"Sorry buddy," replied Slippy, catching himself before becoming too personal, "my hands are tied."

_And they always will be, _thought Slippy bitterly.

Slippy knew this was more then ideal chitchat, even though Andy was a notorious conversationalist. He knew that invisible lasers and scanners were scrutinizing everything about him; his voice, his body language, and even his basic thought patterns. It was all part of a complex biometric scan. Andy's security subroutines would match today's responses with previous ones.

"I see," said Andy, "you may proceed… Slippy." The doors behind the android finally parted and Slippy rushed into the warm reception area. He breathed a sigh of relaxation as he took in the warm air. Maybe today he would request the security personnel to build an _enclosed _security station. Or maybe he would get some information on Project 219, whatever it was.

Maybe, just maybe, today someone would take him seriously for once.

He ignored the lady wolf receptionist filing her nails and walked through the massive lobby. A holographic model of the Project: Whirlwind carrier launching Fury starfighters confronted him. Slippy greatly disliked this. The project was long since canceled; why was there a damn model on display as if it was actually flying. To him, it was like being confronted with his failures every day.

He had been with Careris Aerospace for over a year now and he had barely done anything worthwhile. For Slippy, an engineer, patience was a must to complete any job satisfactorily. While he certainly had plenty of it, even Slippy's patience was wearing thin with his supervisors and the others placed over him.

Slippy didn't like to reflect on how he'd gotten here. But the lazy and monotonous work he was left to do let his mind wander to what might have been.

Why, with three separate degrees was he stuck behind a desk doing the lackey work for the corporate executives and the designers, right where _he_ should be?

He entered his 'office', a stuffy little room in the north wing of the building. A little closet in a corner far away from any draft tables, CAD equipment, or hangars; far away from where he _should _be, living his dream. He envied the engineers, the designers, and especially the test pilots who flew their creations. They had all the fun.

Slippy settled behind his tiny desk, turned on the lights, and steeled himself for another long, monotonous day.


End file.
